Exhibit 4.9.29


 


EXECUTION COPY


 


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 2009-2 SUPPLEMENT


 


dated as of October 23, 2009


 


to


 


THIRD AMENDED AND RESTATED


 


BASE INDENTURE


 


 


dated as of September 18, 2009


 










 


$500,000,000 Series 2009-2 4.26% Rental Car Asset Backed Notes, Class A-1

$700,000,000 Series 2009-2 5.29% Rental Car Asset Backed Notes, Class A-2


 


 


Three-Year Notes and Five-Year Notes


 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  SERIES 2009-2
  ALLOCATIONS

  	
   

  	
  36

  
	
  Section 2.1.

  	
  Series 2009-2
  Series Accounts

  	
   

  	
  36

  
	
  Section 2.2.

  	
  Allocations
  with Respect to the Series 2009-2 Notes

  	
   

  	
  37

  
	
  Section 2.3.

  	
  Application
  of Interest Collections

  	
   

  	
  41

  
	
  Section 2.4.

  	
  Payment
  of Note Interest

  	
   

  	
  44

  
	
  Section 2.5.

  	
  Payment
  of Note Principal

  	
   

  	
  44

  
	
  Section 2.6.

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

  	
   

  	
  50

  
	
  Section 2.7.

  	
  Class A
  Reserve Account

  	
   

  	
  51

  
	
  Section 2.8.

  	
  Class A
  Letters of Credit and Class A Cash Collateral Accounts

  	
   

  	
  52

  
	
  Section 2.9.

  	
  Series 2009-2
  Distribution Account

  	
   

  	
  57

  
	
  Section 2.10.

  	
  Trustee
  as Securities Intermediary

  	
   

  	
  58

  
	
  Section 2.11.

  	
  [Reserved]

  	
   

  	
  59

  
	
  Section 2.12.

  	
  Series 2009-2
  Demand Note Constitutes Additional Collateral for Class A Notes

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  AMORTIZATION EVENTS

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  RESERVED

  	
   

  	
  62

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  FORM OF
  CLASS A NOTES

  	
   

  	
  62

  
	
  Section 5.1.

  	
  Issuance
  of Class A Notes

  	
   

  	
  62

  
	
  Section 5.2.

  	
  Restricted
  Global Notes

  	
   

  	
  63

  
	
  Section 5.3.

  	
  Regulation
  S Global Notes and Unrestricted Global Notes

  	
   

  	
  63

  
	
  Section 5.4.

  	
  Transfer
  Restrictions

  	
   

  	
  64

  
	
  Section 5.5.

  	
  Definitive
  Notes

  	
   

  	
  68

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  GENERAL

  	
   

  	
  69

  
	
  Section 6.1.

  	
  Optional
  Redemption of Class A Notes

  	
   

  	
  69

  
	
  Section 6.2.

  	
  Information

  	
   

  	
  69

  
	
  Section 6.3.

  	
  Exhibits

  	
   

  	
  72

  



 


i





















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.4.

  	
  Ratification
  of Base Indenture

  	
   

  	
  72

  
	
  Section 6.5.

  	
  Notice
  to Rating Agencies

  	
   

  	
  72

  
	
  Section 6.6.

  	
  [Reserved]

  	
   

  	
  72

  
	
  Section 6.7.

  	
  Third
  Party Beneficiary

  	
   

  	
  72

  
	
  Section 6.8.

  	
  [Reserved]

  	
   

  	
  72

  
	
  Section 6.9.

  	
  [Reserved]

  	
   

  	
  73

  
	
  Section 6.10.

  	
  Counterparts

  	
   

  	
  73

  
	
  Section 6.11.

  	
  Governing
  Law

  	
   

  	
  73

  
	
  Section 6.12.

  	
  Amendments

  	
   

  	
  73

  
	
  Section 6.13.

  	
  Termination
  of Series Supplement

  	
   

  	
  73

  
	
  Section 6.14.

  	
  Discharge
  of Indenture

  	
   

  	
  73

  
	
  Section 6.15.

  	
  [Reserved]

  	
   

  	
  74

  
	
  Section 6.16.

  	
  [Reserved]

  	
   

  	
  74

  
	
  Section 6.17.

  	
  [Reserved]

  	
   

  	
  74

  
	
  Section 6.18.

  	
  Issuances
  of Class B Notes

  	
   

  	
  74

  
	
  Section 6.19.

  	
  Noteholder
  Consent to Certain Amendments

  	
   

  	
  76

  
	
  Section 6.20.

  	
  Confidential
  Information

  	
   

  	
  77

  
	
  Section 6.21.

  	
  Trustee Has No Duty to Monitor Manufacturer Ratings

  	
   

  	
  78

  



 


ii





















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
   

  	
  EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A-1-1:

  	
  Form of Restricted
  Global Class A-1 Note

  	
   

  
	
  Exhibit A-1-2:

  	
  Form of Regulation
  S Global Class A-1 Note

  	
   

  
	
  Exhibit A-1-3:

  	
  Form of
  Unrestricted Global Class A-1 Note

  	
   

  
	
  Exhibit A-2-1:

  	
  Form of Restricted
  Global Class A-2 Note

  	
   

  
	
  Exhibit A-2-2:

  	
  Form of Regulation
  S Global Class A-2 Note

  	
   

  
	
  Exhibit A-2-3:

  	
  Form of
  Unrestricted Global Class A-2 Note

  	
   

  
	
  Exhibit B:

  	
  Form of
  Class A Letter of Credit

  	
   

  
	
  Exhibit C:

  	
  Form of Lease
  Payment Deficit Notice

  	
   

  
	
  Exhibit D:

  	
  Form of
  Class A Letter of Credit Reduction Notice

  	
   

  
	
  Exhibit E:

  	
  Reserved

  	
   

  
	
  Exhibit F-1:

  	
  Form of Transfer
  Certificate

  	
   

  
	
  Exhibit F-2:

  	
  Form of Transfer
  Certificate

  	
   

  
	
  Exhibit F-3:

  	
  Form of Transfer
  Certificate

  	
   

  
	
  Exhibit G:

  	
  Form of Monthly
  Noteholders’ Statement

  	
   

  
	
  Exhibit H:

  	
  Form of
  Series 2009-2 Demand Note

  	
   

  
	
  Exhibit I:

  	
  Form of Demand
  Notice

  	
   

  
	
  Exhibit J:

  	
  Form of
  Supplemental Indenture to Base Indenture

  	
   

  
	
  Exhibit K:

  	
  Form of Amendment
  to Collateral Agency Agreement

  	
   

  
	
  Exhibit L:

  	
  Form of Amendment
  to HGI Purchase Agreement

  	
   

  
	
  Exhibit M:

  	
  Form of Amendment
  to HVF Lease

  	
   

  



 


iii





















 


SERIES 2009-2 SUPPLEMENT dated as of October 23, 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, Section 2.2 and Section 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 2009-2 Rental Car Asset Backed
Notes.  On the Series 2009-2 Closing
Date, two classes of Series 2009-2 Notes shall be issued:  the first of which shall be designated as the
Series 2009-2 4.26% Rental Car Asset Backed Notes, Class A-1, and
referred to herein as the Class A-1 Notes, and the second of which shall
be designated as the Series 2009-2 5.29% Rental Car Asset Backed Notes, Class A-2
and referred to herein as the Class A-2 Notes.  The Class A-1 Notes and the Class A-2
Notes are referred to herein collectively as the Class A Notes.


 


Subsequent to the Series 2009-2 Closing Date, HVF may on any date
during the Series 2009-2 Revolving Period offer and sell additional Series 2009-2
Notes in up to two classes, subject to the satisfaction of the conditions set
forth in Section 6.19 of this Series Supplement:  the first of which, if issued, shall be
designated as the Series 2009-2 Fixed Rate Rental Car Asset Backed Notes, Class B-1,
and referred to herein as the “Class B-1 Notes” and the second of
which, if issued, shall be designated as the Series 2009-2 Fixed Rate
Rental Car Asset Backed Notes, Class B-2, and referred to herein as the “Class B-2
Notes”.  The Class B-1 Notes and
the Class B-2 Notes are referred to herein collectively as the “Class B
Notes”.


 


The Class A Notes together with the Class B Notes, if issued,
are referred to herein collectively as the Series 2009-2 Notes.  The Series 2009-2 Notes shall be issued
in minimum denominations of $100,000 and integral multiples of $1,000 in excess
thereof.


 





















 


The net proceeds from the sale of the Class A Notes shall be
deposited in the Series 2009-2 Excess Collection Account and applied in
accordance with this Series Supplement.


 


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.  Any capitalized term defined herein which
also has a meaning assigned to it in the Definitions List to the Base Indenture
shall have the meaning given to such term herein.  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 2009-2 Notes and
not to any other Series of Notes issued by HVF.  All references herein to the “Series 2009-2
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 2009-2 Notes (whether such words and phrases are used in this Series Supplement,
the Base Indenture or any 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:


 


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


 


“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.


 


“Applicable
Procedures” has the meaning specified in Section 5.1 of this Series Supplement.


 


2





















 


“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.


 


“Bankrupt
Manufacturer” means, as of any day, each Manufacturer for which an Event of
Bankruptcy has occurred; provided that any such Manufacturer for which
an Event of Bankruptcy has occurred shall cease to constitute a Bankrupt
Manufacturer when it has satisfied the Confirmation Condition.


 


“Bankrupt
Manufacturer Vehicle Amount” means, as of any date of determination, an
amount equal to the 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 any 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.


 


“BNY”
means 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), and its
successors and assigns.


 


“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%.


 


“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 


 


3





















 


downgrade and (ii) the date on which the Trustee
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 any 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 any HVF Exchange Account,
in each case as of such date.


 


“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 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 


 


4





















 


knowledge of such withdrawal or downgrade and (ii) the
date on which the Trustee 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 any 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 any HVF Exchange Account,
in each case as of such date.


 


“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 notifies the Servicer of such
withdrawal or downgrade.


 


5














 


“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.


 


“Class”
means a class of the Series 2009-2 Notes, which may be the Class A-1
Notes or the Class A-2 Notes.


 


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


 


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


 


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


 


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


 


“Class A
Asset Percentage” means, as of any date of determination, a fraction, the
numerator of which shall be equal to the Class A Required Asset Amount,
determined during the Series 2009-2 Revolving Period as of the end of the
immediately preceding Related Month (or, until the end of the initial Related
Month in which the Series 2009-2 Closing Date occurs, on the Series 2009-2
Closing Date), or, during the 


 


6

















 


Series 2009-2 Controlled Amortization Period and
the Series 2009-2 Rapid Amortization Period, as of the end of the Series 2009-2
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 in which the Series 2009-2
Closing Date occurs, as of the Series 2009-2 Closing Date and (II) as
of the same date as in clause (I), the Aggregate Required Asset Amount.


 


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


 


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


 


“Class A
Cash Collateral Account” has the meaning specified in Section 2.8(f) of
this Series Supplement.


 


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


 


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


 


“Class A
Cash Collateral Account Surplus” means, with respect to any Payment Date,
the lesser of (a) the aggregate Class A Available Cash Collateral
Account Amount for all Class A Cash Collateral Accounts on such Payment
Date and (b) the lesser of (i) the excess, if any, of the Class A
Adjusted Enhancement Amount (after giving effect to any withdrawal from the Class A
Reserve Account on such Payment Date) over the Class A Required
Enhancement Amount in each case on such Payment Date and (ii) the excess,
if any, of the Class A Adjusted Liquidity Amount over the Class A
Required Liquidity Amount in each case on such Payment Date.


 


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


 


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


 


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


 


7

















 


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


 


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


 


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


 


“Class A
Downgrade Event” has the meaning specified in Section 2.8(c) of
this Series Supplement.


 


“Class A
Eligible Letter of Credit Provider” means a person having, at the time of
the issuance of the related Class A Letter of Credit, a long-term senior
unsecured debt rating (or the equivalent thereof) of at least “A1” from Moody’s
and a short-term senior unsecured debt rating of at least “P-1” from Moody’s.


 


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


 


“Class A Enhancement Deficiency” means, on
any day, the amount, if any, by which the Class A Adjusted Enhancement
Amount as of such day is less than the Class A Required Enhancement Amount
as of such day.


 


“Class A
Global Note” means a Regulation S Global Note, a Restricted Global Note or
an Unrestricted Global Note.


 


“Class A
Highest Enhancement Percentage” means, as of any date of determination, the
sum of (a) 0% and (b) the Class A Intermediate Enhancement
Percentage as of such date.


 


“Class A
Highest Enhancement Vehicle Percentage” means, as of any date of determination,
the sum of (a) the Non-Program Vehicle Percentage as of such date and (b) the
Bankrupt Manufacturer Vehicle Percentage as of such date.


 


“Class A
Intermediate Enhancement Percentage” means, as of any date of
determination, the sum of (a) 55% 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 2009-2
Closing Date) and (y) the lowest Market Value 


 


8

















 


Average as of any Determination Date within the
preceding 12 calendar months (or such fewer number of months as have elapsed
since the Series 2009-2 Closing Date).


 


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


 


“Class A
Letter of Credit” means an irrevocable letter of credit, substantially
in the form of Exhibit B to this Series Supplement, issued by
a Class A Eligible Letter of Credit Provider in favor of the Trustee for
the benefit of the Class A Noteholders; provided that any Class A
Letter of Credit issued after the Series 2009-2 Closing Date that is not
in a form substantially similar to a Class A Letter of Credit in effect on
the Series 2009-2 Closing Date shall be subject to satisfaction of the Series 2009-2
Rating Agency Condition.


 


“Class A 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 all Class A
Letters of Credit, as specified therein, and (ii) if any Class A Cash
Collateral Account has been established and funded pursuant to Section 2.8
of this Series Supplement, the aggregate Class A Available Cash
Collateral Account Amount for all such Class A Cash Collateral Accounts on
such date and (b) the outstanding principal amount of the Series 2009-2
Demand Note on such date.


 


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


 


“Class A
Letter of Credit Liquidity Amount” means, as of any date of determination,
the sum of (a) the aggregate amount available to be drawn on such date
under each Class A Letter of Credit, as specified therein, and (b) if
any Class A Cash Collateral Account has been established and funded
pursuant to Section 2.8 of this Series Supplement, the
aggregate Class A Available Cash Collateral Account Amount for all such Class A
Cash Collateral Accounts on such date.


 


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


 


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


 


“Class A
Liquidity Amount” means, as of any date of determination, the sum of (a) the
Class A Letter of Credit Liquidity Amount on such date and (b) the Class 


 


9

















 


A Available Reserve Account Amount on such date (after
giving effect to any deposits thereto on such date).


 


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


 


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


 


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


 


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


 


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


 


“Class A Lowest Enhancement Percentage”
means, with respect to any date of determination, 25%.


 


“Class A 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.


 


“Class A
Monthly Interest” means, with respect to any Series 2009-2 Interest
Period, the sum of Class A-1 Monthly Interest and Class A-2 Monthly
Interest for such Series 2009-2 Interest Period.


 


“Class A
Noteholders” means, collectively, the Class A-1 Noteholders and the Class A-2
Noteholders.


 


“Class A
Note Owner” means, with respect to any Class A Note that is a Class A
Global Note, any Person who is a beneficial owner of an interest in such Class A
Global Note, as reflected on the books of DTC, or on the books of a Person
maintaining an account with DTC (directly as a Clearing Agency Participant or
as an indirect participant, in each case in accordance with the rules of DTC).


 


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


 


10

















 


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


 


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


 


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


 


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


 


“Class A Purchase Agreement” means that
certain purchase agreement, dated October 16, 2009 among HVF, Hertz and
Barclays Capital Inc. and Banc of America Securities LLC, as representatives of
the several Initial Purchasers.


 


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


 


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


 


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


 


“Class A
Required Incremental Enhancement Amount” means


 


(i)            as of the Series 2009-2 Closing
Date, $0; and


 


11

















 


(ii)           as of any date thereafter on which
the Class A Adjusted Principal Amount is greater than zero, the product of
(A) the Class A Required Asset Amount Percentage as of the
immediately preceding Business Day and (B) the sum of (1) the excess,
if any, of the Non-Eligible Vehicle Amount (excluding from the calculation
thereof, to the extent that an Event of Bankruptcy has occurred with respect to
any of Ford, 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 2009-2 Maximum Non-Eligible Vehicle Amount
as of such immediately preceding Business Day, (2) the excess, if any, of
the Hyundai Amount over the Series 2009-2 Maximum Hyundai Amount as of
such immediately preceding Business Day, (3) the excess, if any, of the
Jaguar Amount over the Series 2009-2 Maximum Jaguar Amount as of such
immediately preceding Business Day, (4) the excess, if any, of the Kia
Amount over the Series 2009-2 Maximum Kia Amount as of such immediately
preceding Business Day, (5) the excess, if any, of the Land Rover Amount
over the Series 2009-2 Maximum Land Rover Amount as of such immediately
preceding Business Day, (6) the excess, if any, of the Mazda Amount over
the Series 2009-2 Maximum Mazda Amount as of such immediately preceding
Business Day, (7) the excess, if any, of the Mitsubishi Amount over the Series 2009-2
Maximum Mitsubishi Amount as of such immediately preceding Business Day, (8) the
excess, if any, of the Subaru Amount over the Series 2009-2 Maximum Subaru
Amount as of such immediately preceding Business Day, (9) the excess, if
any, of the Suzuki Amount over the Series 2009-2 Maximum Suzuki Amount as
of such immediately preceding Business Day, (10) the excess, if any, of
the Volvo Amount over the Series 2009-2 Maximum Volvo Amount as of such
immediately preceding Business Day, (11) the excess, if any, of the Non-Eligible
Manufacturer Amount over the Series 2009-2 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 2009-2
Maximum Manufacturer Non-Eligible Vehicle Amount for such Manufacturer as of
such immediately preceding Business Day, (13) the excess, if any of the Audi
Amount over the Series 2009-2 Maximum Audi Amount as of such immediately
preceding Business Day, (14) the excess, if any of the BMW Amount over the Series 2009-2
Maximum BMW Amount as of such immediately preceding Business Day, (15) the
excess, if any of the Ford Amount over the Series 2009-2 Maximum Ford
Amount as of such immediately preceding Business Day, (16) the excess, if any
of the Honda Amount over the Series 2009-2 Maximum Honda Amount as of such
immediately preceding Business Day (17) the excess, if any of the Lexus Amount
over the Series 2009-2 Maximum Lexus Amount as of such immediately
preceding Business 


 


12

















 


Day, (18) the excess, if any of the GM Amount over the
Series 2009-2 Maximum GM Amount as of such immediately preceding Business
Day, (19) the excess, if any of the Mercedes Amount over the Series 2009-2
Maximum Mercedes Amount as of such immediately preceding Business Day, (20) the
excess, if any of the Chrysler Amount over the Series 2009-2 Maximum
Chrysler Amount as of such immediately preceding Business Day (21) the excess,
if any of the Nissan Amount over the Series 2009-2 Maximum Nissan Amount
as of such immediately preceding Business Day, (22) the excess, if any of the
Toyota Amount over the Series 2009-2 Maximum Toyota Amount as of such
immediately preceding Business Day, (23) the excess, if any of the Volkswagen
Amount over the Series 2009-2 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 2009-2 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 2009-2
Maximum Aggregate Kia/Subaru/Hyundai Amount as of such immediately preceding
Business Day, and (26) the excess, if any of the HVF Service Vehicle Amount
over the Series 2009-2 Maximum HVF Service Vehicle 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 2009-2
Maximum Manufacturer Non-Eligible Vehicle Amount for so long as each of Volvo
and Mazda is an affiliate of Ford.


 


“Class A
Required Enhancement Percentage” means, as of any date of determination,
the sum of (i) the product of (A) the Class A Lowest Enhancement
Percentage as of such date times (B) the Class A Lowest Enhancement
Vehicle Percentage as of such date and (ii) the product of (A) the Class A
Intermediate Enhancement Percentage as of such date times (B) the Class A
Intermediate Enhancement Vehicle Percentage as of such date and (iii) the
product of (A) the Class A Highest Enhancement Percentage as of such
date times (B) the Class A Highest Enhancement Vehicle Percentage as
of such date.


 


“Class A
Required Liquidity Amount” means, as of any date of determination, an
amount equal to the product of (i) (x) for any date of determination
on or prior to the December 2012 Payment Date, 3.00% and (y) for any
date of determination thereafter, 3.25% and (ii) the Class A Adjusted
Principal Amount as of such date.


 


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


 


13

















 


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


 


“Class A
Reserve Account” has the meaning specified in Section 2.7(a) of
this Series Supplement.


 


“Class A
Reserve Account Collateral” has the meaning specified in Section 2.7(d) of
this Series Supplement.


 


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


 


“Class A
Total Monthly Interest” means, for each Payment Date the sum of (A) the
Class A-1 Monthly Interest with respect to the related Series 2009-2
Interest Period, (B) the Class A-2 Monthly Interest with respect to
the related Series 2009-2 Interest Period, and (C) an amount equal to
the aggregate amount of any unpaid Class A Deficiency Amounts after giving
effect to all payments made on the preceding Payment Date (together with any
accrued interest on such Class A Deficiency Amounts at the applicable Class A
Note Rate).


 


“Class A-1
Carryover Controlled Amortization Amount” means, with respect to the Class A-1
Notes for any Related Month during the Three-Year Notes Controlled Amortization
Period, the amount, if any, by which the portion of the Monthly Total Principal
Allocation for the previous Related Month allocated to pay the Class A-1
Controlled Distribution Amount was less than the Class A-1 Controlled
Distribution Amount for the previous Related Month; provided, however,
that for the first Related Month in the Three-Year Notes Controlled
Amortization Period, the Class A-1 Carryover Controlled Amortization
Amount will be zero.


 


“Class A-1
Controlled Amortization Amount” means (i) for any Related Month other
than the last Related Month during the Three-Year Notes Controlled 


 


14

















 


Amortization Period, $83,333,333.33 and (ii) for
the last Related Month during the Three-Year Notes Controlled Amortization
Period, $88,333,333.35.


 


“Class A-1
Controlled Distribution Amount” means, with respect to any Related Month
during the Three-Year Notes Controlled Amortization Period, an amount equal to
the sum of the Class A-1 Controlled Amortization Amount for such Related
Month and any Class A-1 Carryover Controlled Amortization Amount for such
Related Month.


 


“Class A-1
Deficiency Amount” has the meaning specified in Section 2.3(g) of
this Series Supplement.


 


“Class A-1
Initial Principal Amount” means the aggregate initial principal amount of
the Class A-1 Notes, which is $500,000,000.


 


“Class A-1
Monthly Interest” means, (a) with respect to the initial Series 2009-2
Interest Period, an amount equal to the product of (i) the Class A-1
Note Rate, (ii) the Class A-1 Initial Principal Amount and (iii) 32/360
and (b) with respect to any other Series 2009-2 Interest Period, an
amount equal to the product of (i) one-twelfth of the Class A-1 Note
Rate and (ii) the Class A-1 Principal Amount on the first day of such
Series 2009-2 Interest Period, after giving effect to any principal
payments made on such date.


 


“Class A-1
Note Rate” means 4.26% per annum.


 


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


 


“Class A-1
Notes” means any one of the Series 2009-2 4.26% Rental Car Asset
Backed Notes, Class A-1, executed by HVF and authenticated by or on behalf
of the Trustee, substantially in the form of Exhibit A-1-1, Exhibit A-1-2
or Exhibit A-1-3.


 


“Class A-1
Principal Amount” means when used with respect to any date, an amount equal
to (a) the Class A-1 Initial Principal Amount minus (b) the
amount of principal payments made to the Class A-1 Noteholders on or prior
to such date minus (c) the principal amount of any Class A-1 Notes
that have been delivered to the Trustee for cancellation pursuant to the Base
Indenture and for which no replacement Class A-1 Note was issued on or
prior to such date.


 


“Class A-2 Carryover Controlled Amortization
Amount” means, with respect to the Class A-2 Notes for any Related
Month during the Five-Year Notes Controlled Amortization Period, the amount, if
any, by which the portion of the Monthly Total Principal Allocation for the
previous Related Month allocated to pay the Class A-2 Controlled
Distribution Amount was less than the Class A-2 Controlled Distribution
Amount for the previous Related Month; provided, however, that
for the first Related


 


15

















 


Month in the Five-Year Notes Controlled Amortization
Period, the Class A-2 Carryover Controlled Amortization Amount will be
zero.


 


“Class A-2
Controlled Amortization Amount” means (i) for any Related Month other
than the last Related Month during the Five-Year Notes Controlled Amortization
Period, $116,666,666.66 and (ii) for the last Related Month during the
Five-Year Notes Controlled Amortization Period, $116,666,666.70.


 


“Class A-2
Controlled Distribution Amount” means, with respect to any Related Month
during the Five-Year Notes Controlled Amortization Period, an amount equal to the
sum of the Class A-2 Controlled Amortization Amount for such Related Month
and any Class A-2 Carryover Controlled Amortization Amount for such
Related Month.


 


“Class A-2
Deficiency Amount” has the meaning specified in Section 2.3(g) of
this Series Supplement.


 


“Class A-2
Initial Principal Amount” means the aggregate initial principal amount of
the Class A-2 Notes, which is $700,000,000.


 


“Class A-2
Monthly Interest” means, (a) with respect to the initial Series 2009-2
Interest Period, an amount equal to the product of (i) the Class A-2
Note Rate, (ii) the Class A-2 Initial Principal Amount and (iii) 32/360
and (b) with respect to any other Series 2009-2 Interest Period, an
amount equal to the product of (i) one-twelfth of the Class A-2 Note
Rate and (ii) the Class A-2 Principal Amount on the first day of such
Series 2009-2 Interest Period, after giving effect to any principal
payments made on such date.


 


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


 


“Class A-2
Note Rate” means 5.29% per annum.


 


“Class A-2 Notes” means any one of the Series 2009-2
5.29% Rental Car Asset Backed Notes, Class A-2, executed by HVF and
authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2-1,
Exhibit A-2-2 or Exhibit A-2-3.


 


“Class A-2
Principal Amount” means when used with respect to any date, an amount equal
to (a) the Class A-2 Initial Principal Amount minus (b) the
amount of principal payments made to the Class A-2 Noteholders on or prior
to such date minus (c) the principal amount of any Class A-2 Notes
that have been delivered to the Trustee for cancellation pursuant to the Base
Indenture and for which no replacement Class A-2 Note was issued on or
prior to such date.


 


“Class B
Noteholders” means, collectively, the Class B-1 Noteholders and the Class B-2
Noteholders.


 


16














 


“Class B
Notes” has the meaning set forth in the preamble.


 


“Class B Notes Closing Date” has the
meaning specified in Section 6.18(a)(i) of this Series Supplement.


 


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


 


“Class B-1
Notes” has the meaning set forth in the preamble.


 


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


 


“Class B-2 Notes” has the meaning set
forth in the preamble.


 


“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 HVF 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.


 


“Demand Notice” has the meaning specified in Section 2.5(b)(ii) of
this Series Supplement.


 


17

















 


“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 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.


 


“Excluded
Redesignated Vehicle” means each HVF 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 HVF Vehicle becomes a Redesignated Vehicle to and until the
Inclusion Date for such HVF Vehicle.


 


18

















 


“Financial
Assets” has the meaning specified in Section 2.10(b)(i) of
this Series Supplement.


 


“Five-Year Notes Controlled Amortization Period”
means the period commencing at the close of business on August 31, 2012
(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 2009-2
Rapid Amortization Period, and (ii) the date on which the Class A-2
Notes and Class B-2 Notes, if any, are paid in full.


 


“Five-Year
Notes Expected Final Payment Date” means the March 2015 Payment Date.


 


“Five-Year
Notes Legal Final Payment Date” means the March 2016 Payment Date.


 


“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, as amended, modified, restated, or supplemented from time to
time


 


“Ford
LOC Exposure Amount” has the meaning specified in the Ford Letter of Credit
Facility Agreement.


 


“GM
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 GM as of such date.


 


“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.


 


19

















 


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


 


“Inclusion
Date” means, with respect to any HVF 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 HVF Vehicle became a
Redesignated Vehicle and (ii) the date upon which such Event of Bankruptcy
with respect to the Manufacturer of such HVF Vehicle first occurred.


 


“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 or the
Nominee under the Indenture or the Related Documents plus any other operating
expenses of HVF then payable by HVF.


 


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


 


“Initial Purchaser” means Barclays Capital
Inc., Banc of America Securities LLC, BNP Paribas Securities Corp., Calyon
Securities (USA) Inc., and RBS Securities Inc., each as an initial purchaser
under the Class A Purchase Agreement.


 


“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.


 


“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.


 


20

















 


“Lease
Payment Deficit Notice” has the meaning specified in Section 2.3(c) of
this Series Supplement.


 


“Legal
Final Payment Date” means the Three-Year Notes Legal Final Payment Date or
the Five-Year Notes Legal Final Payment Date, as the context may require.


 


“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


 


21

















 


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 under this Series Supplement.


 


“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 


 


22

















 


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 under this Series Supplement.


 


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


 


“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.


 


“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.


 


“Monthly Total Principal Allocation” means for
any Related Month or Series 2009-2 Rapid Amortization Principal Collection
Period, the total of (i) all Series 2009-2 Principal Allocations with
respect to such Related Month or Series 2009-2 Rapid Amortization
Principal Collection Period, as applicable, plus (ii) any amounts
deposited in the Series 2009-2 Collection Account during the Series 2009-2
Controlled Amortization Period after the payment of all required interest
payments pursuant to Section 2.3(h)(iv)(B) of this Series Supplement,
and minus (iii) any amounts deposited in the Series 2009-2 Accrued
Interest Account during the Series 2009-2 Rapid Amortization Period
pursuant to Section 2.2(c)(ii) of this Series Supplement.


 


“New
York UCC” has the meaning specified in Section 2.10(a) 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 


 


23

















 


“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 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 


 


24

















 


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-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 


 


25

















 


on deposit in the Collection Account and any HVF
Exchange Account, in each case as of such date.


 


“Outstanding”
means with respect to the Series 2009-2 Notes, all Series 2009-2
Notes theretofore authenticated and delivered under the Indenture, except (a) Series 2009-2
Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2009-2
Notes which have not been presented for payment but funds for the payment of
which are on deposit in the Series 2009-2 Distribution Account and are
available for payment of such Series 2009-2 Notes, and Series 2009-2
Notes which are considered paid pursuant to Section 8.1 of the Base
Indenture, or (c) Series 2009-2 Notes in exchange for or in lieu of
other Series 2009-2 Notes which have been authenticated and delivered
pursuant to the Indenture unless proof satisfactory to the Trustee is presented
that any such Series 2009-2 Notes are held by a purchaser for value.


 


“Past
Due Rent Payment” has the meaning specified in Section 2.2(d) of
this Series Supplement.


 


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


 


“Proposed Class B Notes” has the meaning
specified in Section 6.18 of this Series Supplement.


 


“Pro
Rata Share” means, with respect to any Class A Letter of Credit
Provider, as of any date, the fraction (expressed as a percentage) obtained by
dividing (A) the available amount under such Class A Letter of Credit
Provider’s Class A Letter of Credit as of such date by (B) an amount
equal to the aggregate available amount under all Class A Letters of
Credit, as of such date provided, that such Class A Letter of
Credit Provider has not complied with its obligation to pay the Trustee the
amount of any draw under its Class A Letter of Credit made prior to such
date, the available amount under such Class A Letter of Credit Provider’s Class A
Letter of Credit as of such date shall be treated as reduced (for calculation
purposes only) by the amount of such unpaid demand 


 


26

















 


and shall not be reinstated for purposes of such
calculation unless and until the date as of which such Class A 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 Class A Letter of Credit Provider’s actual liability
in respect of any failure to pay any demand under its Class A Letter of
Credit).


 


“QIB”
has the meaning specified in Section 5.1 of this Series Supplement.


 


“Rating
Agencies” means, with respect to the Series 2009-2 Notes, Moody’s and
any other nationally recognized rating agency rating the Series 2009-2
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.


 


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


 


“Regulation
S Global Notes” has the meaning specified in Section 5.3 of
this Series Supplement.


 


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


 


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


 


“Restricted
Global Notes” has the meaning specified in Section 5.2 of this Series Supplement.


 


“Restricted
Notes” means the Restricted Global Notes, and all other Class A Notes
evidencing the obligations, or any portion of the obligations, initially
evidenced by the Restricted Global Notes, other than certificates transferred
or exchanged upon certification as provided in Section 5 of this Series Supplement.


 


27














 


“Restricted
Period” means, with respect to any Class A Notes, the period
commencing on the Series 2009-2 Closing Date and ending on the 40th day
after such Series 2009-2 Closing Date.


 


“Rule 144A” means Rule 144A
promulgated under the Securities Act.


 


“Senior
Credit Facilities” means 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, the Servicer together with
certain of Hertz’s Canadian subsidiaries, the several lenders from time to time
party thereto, Deutsche Bank AG, New York Branch, as administrative agent and
collateral agent, Deutsche Bank AG, Canada Branch, as Canadian agent and
Canadian collateral agent, Lehman Commercial Paper Inc., as syndication agent,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as documentation agent (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, the several lenders
from time to time party thereto, 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 documentation agent (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, that certain Third Amendment to Credit Agreement, dated as of May 23,
2007, and that certain Fourth Amendment to Credit Agreement, dated as of March 31,
2009)), 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 2009-2
Series Account Collateral” has the meaning specified in Section 2.1(d) of
this Series Supplement.


 


“Series 2009-2
Accrued Amounts” means, on any date of determination, the sum of (i) accrued
and unpaid interest on the Series 2009-2 Notes as of such date and (ii) the
product of (A) the Indenture Carrying Charges payable on the next
succeeding Payment Date times (B) the Series 2009-2 Percentage as of
such date of determination.


 


“Series 2009-2
Accrued Interest Account” has the meaning specified in Section 2.1(a) of
this Series Supplement.


 


“Series 2009-2 Asset Amount” means, as of
any date of determination, the product of (i) the Series 2009-2
Invested Percentage (with respect to principal) as of such date and (ii) the
Aggregate Asset Amount as of such date.


 


28

















 


“Series 2009-2 Closing Date” means October 23,
2009.


 


“Series 2009-2
Collateral” means the Collateral, each Class A Letter of Credit, the Series 2009-2
Series Account Collateral, each Class A Cash Collateral Account
Collateral, the Series 2009-2 Demand Note, the Series 2009-2
Distribution Account Collateral, and the Class A Reserve Account
Collateral.


 


“Series 2009-2
Collection Account” has the meaning specified in Section 2.1(a) of
this Series Supplement.


 


“Series 2009-2
Controlled Amortization Period” means the Three-Year Notes Controlled
Amortization Period or the Five-Year Notes Controlled Amortization Period, as
the context requires.


 


“Series 2009-2
Demand Note” means each demand note made by Hertz, substantially in the
form of Exhibit H 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 2009-2 Deposit Date” has the meaning
specified in Section 2.2 of this Series Supplement.


 


“Series 2009-2
Designated Account” has the meaning specified in Section 2.10(a) of
this Series Supplement.


 


“Series 2009-2
Distribution Account” has the meaning specified in Section 2.9(a) of
this Series Supplement.


 


“Series 2009-2
Distribution Account Collateral” has the meaning specified in Section 2.9(d) of
this Series Supplement.


 


“Series 2009-2
Excess Collection Account” has the meaning specified in Section 2.1(a) of
this Series Supplement..


 


“Series 2009-2
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 2009-2 Interest
Period shall commence on and include the Series 2009-2 Closing Date and
end on and include November 24, 2009.


 


“Series 2009-2 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 2009-2
Required Asset Amount, determined (x) during 


 


29

















 


the Series 2009-2 Revolving Period as of the end
of the immediately preceding Related Month (or, until the end of the initial
Related Month after the Series 2009-2 Closing Date, on the Series 2009-2
Closing Date), or (y) during the Series 2009-2 Controlled
Amortization Period and the Series 2009-2 Rapid Amortization Period as of
the last day of the Series 2009-2 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 2009-2 Closing Date, as of the Series 2009-2
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 2009-2
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 2009-2
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 2.2(a), (b) or (c) of
this Series Supplement would have been deposited into the Series 2009-2
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 2.2(a),
(b) or (c) of this Series Supplement have been
received for deposit into the Series 2009-2 Accrued Interest Account from
but excluding the preceding Payment Date to and including such Payment Date.


 


“Series 2009-2
Lease Payment Deficit” means either a Series 2009-2 Lease Interest
Payment Deficit or a Series 2009-2 Lease Principal Payment Deficit.


 


“Series 2009-2
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 2009-2 Lease Principal Payment Deficit, if any, on
the preceding Payment Date over (y) the amount deposited in the Series 2009-2
Distribution Account pursuant to Section 2.5(b)(iv) of this Series Supplement
on such preceding Payment Date on account of such Series 2009-2 Lease
Principal Payment Deficit.


 


“Series 2009-2
Lease Principal Payment Deficit” means on any Payment Date the sum of (a) the
Series 2009-2 Monthly Lease Principal Payment Deficit for such Payment
Date and (b) the Series 2009-2 Lease Principal Payment Carryover
Deficit for such Payment Date.


 


“Series 2009-2 Limited Liquidation Event of
Default”  means, so long as such
event or condition continues, any event or condition of the type specified in clauses
(a) through (g) of Article III of this Series Supplement
continues for thirty (30) days (without double counting the cure period, if
any, provided therein); provided  however,


 


30

















 


that if (i) within such thirty (30) day period,
such Amortization Event with respect to the Series 2009-2 Notes has been
cured and (ii) the Trustee has received from the Required Noteholders with
respect to the Series 2009-2 Notes a waiver of the occurrence of such Series 2009-2
Limited Liquidation Event of Default, then such event or condition shall no
longer constitute a Series 2009-2 Limited Liquidation Event of Default.


 


“Series 2009-2 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 2009-2
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 2009-2
Maximum Audi Amount” means, as of any day, an amount equal to 5% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2
Maximum BMW Amount” means, as of any day, an amount equal to 5% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2
Maximum Chrysler Amount” means, as of any day, an amount equal to 70% of
the Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2
Maximum Ford Amount” means, as of any day, an amount equal to 70% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2
Maximum GM Amount” means, as of any day, an amount equal to 70% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2
Maximum Honda Amount” means, as of any day, an amount equal to 70% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2
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 2009-2
Maximum Hyundai Amount” means, as of any day, an amount equal to 13% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2 Maximum Jaguar Amount”
means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset
Amount on such day.


 


“Series 2009-2
Maximum Kia Amount” means, as of any day, an amount equal to 20% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2
Maximum Land Rover Amount” means, as of any day, an amount equal to 5% of
the Adjusted Aggregate Asset Amount on such day.


 


31

















 


“Series 2009-2
Maximum Lexus Amount” means, as of any day, an amount equal to 5% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2
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 2009-2
Maximum Mazda Amount” means, as of any day, an amount equal to 20% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2
Maximum Mercedes Amount” means, as of any day, an amount equal to 5% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2
Maximum Mitsubishi Amount” means, as of any day, an amount equal to 10% of
the Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2
Maximum Nissan Amount” means, as of any day, an amount equal to 20% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2
Maximum Non-Eligible Manufacturer Amount” means, as of any day, an amount
equal to 5% of the Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2
Maximum Non-Eligible Vehicle Amount” means, as of any day, an amount equal
to 100% of the Adjusted Aggregate Asset Amount.


 


“Series 2009-2
Maximum Subaru Amount” means, as of any day, an amount equal to 5% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2
Maximum Suzuki Amount” means, as of any day, an amount equal to 5% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2
Maximum Toyota Amount” means, as of any day, an amount equal to 70% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2
Maximum Volkswagen Amount” means, as of any day, an amount equal to 10% of
the Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2
Maximum Volvo Amount” means, as of any day, an amount equal to 5% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-2
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 2.2(a), (b) or
(c) of this Series Supplement would have been deposited into
the Series 2009-2 Collection Account if all payments required to have been
made under the HVF Lease from but excluding the 


 


32

















 


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 2.2(a), (b) or (c) of
this Series Supplement have been received for deposit into the Series 2009-2
Collection Account (without giving effect to any amounts deposited into the Series 2009-2
Accrued Interest Account pursuant to the proviso in Section 2.2(c)(ii) of
this Series Supplement) from but excluding the preceding Payment Date to
and including such Payment Date.


 


“Series 2009-2
Noteholders” means the Class A Noteholders and each person in whose
name a Class B Note, if issued, is registered in the Note Register.


 


“Series 2009-2 Notes” means collectively,
the Class A Notes and any Class B Notes, if issued.


 


“Series 2009-2 Past Due Rent Payment” has
the meaning specified in Section 2.2(d) of this Series Supplement.


 


“Series 2009-2
Percentage” means, as of any date of determination, a fraction, expressed
as a percentage, the numerator of which is the Class A Principal Amount as
of such date and the denominator of which is the Aggregate Principal Amount as
of such date.


 


“Series 2009-2
Principal Allocation” has the meaning specified in Section 2.2 (a)(ii) of
this Series Supplement.


 


“Series 2009-2 Rapid Amortization Period”
means the period beginning at the close of business on the Business Day
immediately preceding the day on which an Amortization Event is deemed to have
occurred with respect to the Series 2009-2 Notes and ending upon the
earlier to occur of (i) the date on which the Series 2009-2 Notes are
paid in full and (ii) the termination of the Indenture.


 


“Series 2009-2 Rapid Amortization Principal
Collection Period” means, with respect to any Payment Date during the Series 2009-2
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 2009-2 Rapid Amortization Period, the
period from and including the date of the commencement of such Series 2009-2
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 2009-2
Rapid Amortization Period shall be deemed to have been received during the Series 2009-2
Rapid Amortization Principal Collection Period with respect to such Payment
Date.


 


“Series 2009-2
Rating Agency Condition” means, with respect to the Series 2009-2
Notes and any action, including the issuance of the Class B Notes or an
additional Series of Notes, that each Rating Agency then rating the Series 2009-2
Notes 


 


33

















 


shall have notified HVF and the Trustee in writing
that such action will not result in a reduction or withdrawal of its then
current ratings of the Series 2009-2 
Notes.


 


“Series 2009-2 Required Asset Amount”
means, as of any date of determination, the sum of (i) the Class A
Adjusted Principal Amount as of such date and (ii) the Class A
Required Overcollateralization Amount as of such date.


 


“Series 2009-2
Required Asset Amount Percentage” means, as of any date of determination,
the percentage equivalent of a fraction, the numerator of which is the Series 2009-2
Required Asset Amount and the denominator of which is the Aggregate Required
Asset Amount as of such date.


 


“Series 2009-2 Revolving Period” means the
period from and including the Series 2009-2 Closing Date to the earlier of
(i) the commencement of the Series 2009-2 Rapid Amortization Period
and (ii) the commencement of the Five-Year Notes Controlled Amortization
Period; provided that during the Three-Year Notes Controlled
Amortization Period the Series 2009-2 Revolving Period shall be suspended.


 


“Series 2009-2 Series Accounts” has
the meaning specified in Section 2.1(a) of this Series Supplement.


 


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


 


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


 


“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.


 


“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 


 


34

















 


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, subject to satisfaction of
the Series 2009-2 Rating Agency Condition, 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 HVF Vehicle and any other factors deemed relevant by
the Servicer.


 


“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.


 


“Three-Year Notes Controlled Amortization Period”
means the period commencing at the close of business on August 31, 2012
(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 2009-2
Rapid Amortization Period, and (ii) the date on which the Class A-1
Notes and Class B-1 Notes, if any, are paid in full.


 


“Three-Year
Notes Expected Final Payment Date” means the March 2013 Payment Date.


 


“Three-Year
Notes Legal Final Payment Date” means the March 2014 Payment Date.


 


“Unrestricted
Global Notes” has the meaning specified in Section 5.4(d) of
this Series Supplement.


 


“Volkswagen
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 Volkswagen as of such
date.


 


“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.


 


35

















 


ARTICLE II


 


SERIES 2009-2 ALLOCATIONS


 


With respect to the Series 2009-2 Notes only, the following shall
apply:


 


Section 2.1.            Series 2009-2 Series Accounts.


 


(a)           Establishment of Series 2009-2
Series Accounts.  HVF shall
establish and maintain in the name of the Trustee for the benefit of the Series 2009-2
Noteholders three accounts: the Series 2009-2 Collection Account (such
account, the “Series 2009-2 Collection Account”), the Series 2009-2
Accrued Interest Account (such account, the “Series 2009-2 Accrued
Interest Account”) and the Series 2009-2 Excess Collection Account
(such account, the “Series 2009-2 Excess Collection Account” and,
together with the Series 2009-2 Collection Account and the Series 2009-2
Accrued Interest Account, the “Series 2009-2 Series Accounts”).  Each Series 2009-2 Series Account
shall bear a designation clearly indicating that the funds deposited therein
are held for the benefit of the Series 2009-2 Noteholders.  Each Series 2009-2 Series Account
shall be an Eligible Deposit Account.  If
a Series 2009-2 Series Account is at any time no longer an Eligible
Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that
such Series 2009-2 Series Account is no longer an Eligible Deposit
Account, establish a new Series 2009-2 Series Account that is an
Eligible Deposit Account.  If a new Series 2009-2
Series Account is established, HVF shall instruct the Trustee in writing
to transfer all cash and investments from the non-qualifying Series 2009-2
Series Account into the new Series 2009-2 Series Account.  Initially, each of the Series 2009-2 Series Accounts
will be established with BNY.


 


(b)           Administration of the Series 2009-2
Series Accounts.  HVF may
instruct (by standing instructions or otherwise) the institution maintaining
each of the Series 2009-2 Series Accounts to invest funds on deposit
in such Series 2009-2 Series Account from time to time in Permitted
Investments; provided, however, that (x) any such investment
in the Series 2009-2 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 2009-2 Excess Collection Account)
and (y) any such investment in the Series 2009-2 Collection Account
or the Series 2009-2 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 2009-2
Collection Account or Series 2009-2 Accrued Interest Account), unless any
such Permitted Investment is held with the Trustee, then such investment may
mature on such Payment Date so long as such funds shall be available for
withdrawal on or prior to such Payment Date. 
HVF shall not direct the Trustee to dispose of (or permit the disposal
of) any Permitted Investments prior to the maturity thereof to the extent such
disposal would result in a loss of the initial purchase price of such Permitted
Investment.  In the absence of written
investment instructions hereunder, funds on deposit in the Series 2009-2 Series Accounts
shall remain uninvested.


 


36














 


(c)           Earnings from Series 2009-2 Series Accounts.  All interest and earnings (net of losses and
investment expenses) paid on funds on deposit in the Series 2009-2 Series Accounts
shall be deemed to be on deposit therein and available for distribution.


 


(d)           Series 2009-2 Series Accounts
Constitute Additional Collateral for Series 2009-2 Notes.  In order to secure and provide for the
repayment and payment of the Note Obligations with respect to the Series 2009-2
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 2009-2
Noteholders, all of HVF’s right, title and interest in and to the following
(whether now or hereafter existing or acquired):  (i) the Series 2009-2 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 2009-2 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 2009-2 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 2009-2 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 2009-2 Series Account
Collateral”).


 


Section 2.2.            Allocations with Respect to the Series 2009-2
Notes.  The net proceeds from the
initial sale of the Class A Notes shall be deposited into the Series 2009-2
Excess Collection Account on the Series 2009-2 Closing Date and the
proceeds from any issuance of Class B Notes shall be deposited into the Series 2009-2
Excess Collection Account on the Class B Notes Closing Date and, in each
case, shall be applied pursuant to Section 2.2(f) of this Series Supplement.  On each Business Day on which Collections are
deposited into the Collection Account (each such date, a “Series 2009-2
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 2.2:


 


(a)           Allocations of Collections During
the Series 2009-2 Revolving Period. 
During the Series 2009-2 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 2009-2 Deposit Date,
to apply from all amounts deposited into the Collection Account as set forth
below:


 


(i)            allocate
to and deposit in the Series 2009-2 Collection Account an amount equal to
the Series 2009-2 Invested Percentage (as of such day) of the aggregate
amount of Interest Collections on such day and. 
All such 


 


37

















 


amounts deposited
into the Series 2009-2 Collection Account shall thereafter be deposited
into the Series 2009-2 Accrued Interest Account; and


 


(ii)           allocate
to and deposit in the Series 2009-2 Excess Collection Account an amount
equal to the Series 2009-2 Invested Percentage (as of such day) of the
aggregate amount of Principal Collections on such day (for any such day, the “Series 2009-2
Principal Allocation”).


 


(b)           Allocations of Collections During
any Series 2009-2 Controlled Amortization Period.  During any Series 2009-2 Controlled
Amortization Period with respect to any Class of Series 2009-2 Notes,
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 2009-2
Deposit Date, to apply from all amounts deposited into the Collection Account
as set forth below:


 


(i)            allocate
to and deposit in the Series 2009-2 Collection Account an amount
determined as set forth in Section 2.2(a)(i) above for such
day, which amount shall be thereafter allocated to and deposited in the Series 2009-2
Accrued Interest Account; and


 


(ii)           (A) with
respect to the Three-Year Notes Controlled Amortization Period, allocate to and
deposit in the Series 2009-2 Collection Account an amount equal to the Series 2009-2
Principal Allocation for such day, which amount shall be used to make principal
payments pursuant to Section 2.5 of this Series Supplement; provided,
however, that if the Monthly Total Principal Allocation for the current
Related Month (together with the amount deposited in the Series 2009-2
Collection Account from the Series 2009-2 Excess Collection Account
pursuant to Section 2.2(f) of this Series Supplement)
exceeds the Class A-1 Controlled Distribution Amount, with respect to such
Related Month, then the amount of such excess shall be deposited into the Series 2009-2
Excess Collection Account; and


 


(B) with
respect to the Five-Year Notes Controlled Amortization Period, allocate to and
deposit in the Series 2009-2 Collection Account an amount equal to the Series 2009-2
Principal Allocation for such day, which amount shall be used to make principal
payments pursuant to Series 2.5 of this Series Supplement; provided,
however, that if the Monthly Total Principal Allocation for the current
Related Month (together with the amount deposited in the Series 2009-2 Collection
Account from the Series 2009-2 Excess Collection Account pursuant to Section 2.2(f) of
this Series Supplement) exceeds the Class A-2 Controlled Distribution
Amount, with respect to such Related Month, then the amount of such excess
shall be deposited into the Series 2009-2 Excess Collection Account.


 


(c)           Allocations of Collections During
the Series 2009-2 Rapid Amortization Period.  During the Series 2009-2 Rapid
Amortization Period, the 


 


38

















 


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 2009-2 Deposit Date, to apply from all amounts
deposited into the Collection Account as set forth below:


 


(i)            allocate
to and deposit in the Series 2009-2 Collection Account an amount
determined as set forth in Section 2.2(a)(i) above for such
day, which amount shall be thereafter allocated to and deposited in the Series 2009-2
Accrued Interest Account; and


 


(ii)           allocate
to and deposit in the Series 2009-2 Collection Account an amount equal to
the Series 2009-2 Principal Allocation for such day, which amount shall be
used to make principal payments pursuant to Section 2.5 of this Series Supplement;
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 2009-2 Notes and other amounts
available pursuant to Section 2.3 of this Series Supplement to
pay Class A Total Monthly Interest on the next succeeding Payment Date
will be less than the Class A Total Monthly Interest for such Payment Date
and (B) the Class A Enhancement Amount is greater than zero, then the
Administrator shall direct the Trustee in writing to withdraw from the Series 2009-2
Collection Account a portion of the Principal Collections allocated to the Series 2009-2
Notes during the related Series 2009-2 Rapid Amortization Principal
Collection Period equal to the lesser of such insufficiency and the Class A
Enhancement Amount and deposit such amount into the Series 2009-2 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 2009-2 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 2009-2
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 2009-2 Collection Account an amount
equal to the Series 2009-2 Invested Percentage as of the date of the
occurrence of such Series 2009-2 Lease Payment Deficit of the Collections
attributable to such Past Due Rent Payment (the “Series 2009-2 Past Due
Rent Payment”).  The Administrator
shall instruct the Trustee in writing pursuant to the Administration Agreement
to withdraw from the Series 2009-2 Collection Account and apply the Series 2009-2
Past Due Rent Payment in the following order:


 


(i)            if
the occurrence of the related Series 2009-2 Lease Payment Deficit resulted
in one or more Class A LOC Credit Disbursements being made under the Class A
Letters of Credit, pay to each Class A Letter of Credit Provider who
honored such a Class A LOC Credit Disbursement for application in
accordance with the provisions of the applicable Class A Letter of Credit
Reimbursement Agreement, an amount equal to the lesser of (x) the 


 


39

















 


unreimbursed
amount of such Class A Letter of Credit Provider’s Class A LOC Credit
Disbursement and (y) such Class A Letter of Credit Provider’s pro rata
share of the amount of the Series 2009-2 Past Due Rent Payment, calculated on
the basis of the unreimbursed amount of each such Class A Letter of Credit
Provider’s Class A LOC Credit Disbursement;


 


(ii)           if
the occurrence of such Series 2009-2 Lease Payment Deficit resulted in a
withdrawal being made from any Class A Cash Collateral Account, deposit in
each such Class A Cash Collateral Account an amount equal to the pro rata
portion of the lesser of (x) the amount of the Series 2009-2 Past Due
Rent Payment remaining after any payments pursuant to clause (i) above
and (y) the amount withdrawn from all such Class A Cash Collateral
Accounts on account of such Series 2009-2 Lease Payment Deficit,
calculated on the basis of the amounts so withdrawn from such Class A Cash
Collateral Accounts;


 


(iii)          if
the occurrence of such Series 2009-2 Lease Payment Deficit resulted in a
withdrawal being made from the Class A Reserve Account pursuant to Section 2.3(d)(i) of
this Series Supplement, deposit in the Class A Reserve Account an
amount equal to the lesser of (x) the amount of the Series 2009-2
Past Due Rent Payment remaining after any payments pursuant to clauses (i) and
(ii) above and (y) the excess, if any, of the Class A
Required Reserve Account Amount over the Class A Available Reserve Account
Amount on such day;


 


(iv)          deposit
into the Series 2009-2 Accrued Interest Account the amount, if any, by
which the Series 2009-2 Lease Interest Payment Deficit, if any, relating
to such Series 2009-2 Lease Payment Deficit exceeds the amount of the Series 2009-2
Past Due Rent Payment applied pursuant to clauses (i) through (iii) above;
and


 


(v)           deposit
in the Series 2009-2 Collection Account and treat as Principal Collections
the remaining amount of the Series 2009-2 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 2009-2 Notes (i) during
the Series 2009-2 Revolving Period shall be deposited into the Series 2009-2
Excess Collection Account and applied in accordance with Section 2.2(f) of
this Series Supplement and (ii) during the Series 2009-2
Controlled Amortization Period or the Series 2009-2 Rapid Amortization
Period shall be deposited into the Series 2009-2 Collection Account and
allocated in accordance with Section 2.2(b) or 2.2(c),
as the case may be, of this Series Supplement to make principal payments
in respect of the Series 2009-2 Notes.


 


(f)            Series 2009-2 Excess
Collection Account.  Amounts
deposited into the Series 2009-2 Excess Collection Account on any Series 2009-2
Deposit Date shall be 


 


40

















 


applied in the following order of priority (i) first,
withdrawn and deposited in the Class A Reserve Account in an amount up to
the excess, if any, of the Class A Required Reserve Account Amount for
such date over the Class A Available Reserve Account Amount for such date,
(ii) second, used to 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, (iii) third, used to pay Ford all unpaid Ford
Reimbursement Obligations, and (iv) fourth, any remaining funds may
be released to HVF, provided that (x) the application of such funds
pursuant to clauses (ii) through (iv) above may only be
made if no Class A Enhancement Deficiency or other Amortization Event with
respect to the Series 2009-2 Notes would result therefrom or exist
immediately thereafter and (y) at any time the Ford LOC Exposure Amount is
greater than zero, the application of such funds pursuant to clause (iv) above
may only be made if the Fleet Equity Condition would be satisfied after giving
effect to such release.  Notwithstanding
the foregoing, on the first day of each Series 2009-2 Controlled
Amortization Period and on the first Business Day of each Related Month during
each Series 2009-2 Controlled Amortization Period thereafter, or, if
earlier, on the first day of the Series 2009-2 Rapid Amortization Period,
all funds on deposit in the Series 2009-2 Excess Collection Account will
be withdrawn from the Series 2009-2 Excess Collection Account and
deposited into the Series 2009-2 Collection Account and applied in
accordance with Section 2.2(b)(ii) or 2.2(c)(ii), as
the case may be, of this Series Supplement.


 


Section 2.3.            Application of Interest
Collections.


 


(a)           [Reserved]


 


(b)           Note Interest with respect to the Series 2009-2
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 2009-2 Accrued Interest Account to the extent
funds are anticipated to be available from Interest Collections allocable to
the Series 2009-2 Notes processed from but not including the preceding
Payment Date through and including the succeeding Payment Date in respect of (i) first,
the Class A Monthly Interest for the Series 2009-2 Interest Period
ending on the day preceding such succeeding Payment Date and (ii) second,
the unpaid Class A Deficiency Amounts, if any, as of the preceding Payment
Date (together with any accrued interest on such Class A Deficiency
Amounts).  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 2.3(b) from
the Series 2009-2 Accrued Interest Account and deposit such amounts into
the Series 2009-2 Distribution Account.


 


(c)           Lease Payment Deficit Notice.  On or before 10:00 a.m. (New York City
time) on each Payment Date, the Administrator shall notify the Trustee of the
amount of any Series 2009-2 Lease Payment Deficit, such notification to be
in the form of Exhibit C to this Series Supplement (each a “Lease
Payment Deficit Notice”).


 


41

















 


(d)           Withdrawals from the Class A
Reserve Account.  If the
Administrator determines on any Payment Date that the amounts available from
the Series 2009-2 Accrued Interest Account are insufficient to pay the sum
of the amounts described in clauses (i) and (ii) of Section 2.3(b) of
this Series Supplement on such Payment Date, the Administrator shall
instruct the Trustee in writing to withdraw from the Class A Reserve
Account and deposit in the Series 2009-2 Distribution Account on such
Payment Date an amount equal to the lesser of the Class A Available
Reserve Account Amount and such insufficiency. 
The Trustee shall withdraw such amount from the Class A Reserve
Account and deposit such amount in the Series 2009-2 Distribution Account.


 


(e)           Draws on Class A Letters of
Credit.  If the Administrator
determines on any Payment Date that there exists a Series 2009-2 Lease
Interest Payment Deficit, the Administrator shall instruct the Trustee in
writing to draw on the Class A Letters of Credit, if any, and, upon
receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York
City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New
York City time) on such Payment Date draw an amount, as set forth in such
notice, equal to the least of (x) such Series 2009-2 Lease Interest
Payment Deficit, (y) the excess, if any, of the sum of the amounts
described in clauses (i) and (ii) of Section 2.3(b) of
this Series Supplement for such Payment Date over the amounts available
from the Series 2009-2 Accrued Interest Account plus the amount to be
withdrawn from the Class A Reserve Account pursuant to Section 2.3(d) of
this Series Supplement, if any, on such Payment Date and (z) the Class A
Letter of Credit Liquidity Amount on such Payment Date on the Class A
Letters of Credit by presenting to each Class A Letter of Credit Provider
a draft accompanied by a Class A Certificate of Credit Demand and shall
cause the Class A LOC Credit Disbursements to be deposited in the Series 2009-2
Distribution Account on such Payment Date; provided, however that
if any Class A Cash Collateral Account has been established and funded,
the Trustee shall withdraw from each such Class A Cash Collateral Account
and deposit in the Series 2009-2 Distribution Account an amount equal to
the pro rata portion of the lesser of (A) the Class A
Cash Collateral Account Percentage on such Payment Date of the least of the
amounts described in clauses (x), (y) and (z) above
and (B) the Class A Available Cash Collateral Account Amount for all
such Class A Cash Collateral Accounts on such Payment Date, calculated on
the basis of the Class A Available Cash Collateral Account Amount for each
such Class A Cash Collateral Account as of such Payment Date, and draw an
amount equal to the remainder of such amount on the Class A Letters of
Credit.


 


(f)            [Reserved]


 


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


 


42

















 


such deficiency on any Payment Date allocable to the Class A-2
Notes shall be referred to as the “Class A-2 Deficiency Amount”.  Interest shall accrue on the Deficiency
Amount for each Class of Class A Notes at the applicable Class A
Note Rate.


 


(h)           Balance.  On the fourth Business Day prior to each Payment
Date, the Administrator shall instruct the Trustee in writing pursuant to the
Administration Agreement to pay on such Payment Date the balance (after making
the payments required in Section 2.4 of this Series Supplement),
if any, of the amounts available from the Series 2009-2 Accrued Interest
Account as follows:


 


(i)            first,
to pay the Administrator, in an amount equal to the Series 2009-2
Percentage as of the beginning of the Series 2009-2 Interest Period ending
on the day preceding such Payment Date of the Monthly Administration Fee for
such Series 2009-2 Interest Period;


 


(ii)           second,
to pay the Trustee, in an amount equal to the Series 2009-2 Percentage as
of the beginning of the Series 2009-2 Interest Period ending on the day
preceding such Payment Date of the Trustee’s fees for such Series 2009-2
Interest Period;


 


(iii)          third,
on a pro rata basis, to pay any Indenture Carrying Charges
(other than Indenture Carrying Charges provided for above) to the Persons to
whom such amounts are owed, in an amount equal to the Series 2009-2
Percentage as of the beginning of the Series 2009-2 Interest Period ending
on the day preceding such Payment Date of such Indenture Carrying Charges
(other than Indenture Carrying Charges provided for above) for such Series 2009-2
Interest Period; and


 


(iv)          fourth,
the balance, if any, shall be withdrawn from the Series 2009-2 Accrued
Interest Account by the Trustee and (A) during the Series 2009-2
Revolving Period, deposited into the Series 2009-2 Excess Collection
Account or (B) during the Series 2009-2 Controlled Amortization
Period or the Series 2009-2 Rapid Amortization Period, deposited into the Series 2009-2
Collection Account and treated as Principal Collections.


 


(i)            Trustee Fees.  If, on any Payment Date after the occurrence
and during the continuance of a Liquidation Event of Default or a Series 2009-2
Limited Liquidation Event of Default, (x) the funds available to pay the
Trustee fees pursuant to Section 2.3(h)(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 2.3(h)(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, and the Trustee shall, withdraw from the Class A
Reserve Account and pay to itself on such Payment Date an amount equal to the
least of (A) the Class A Available Reserve Account Amount on such 


 


43

















 


Payment Date (after giving effect to any deposits
thereto and withdrawals and releases therefrom on such Payment Date), (B) the
excess, if any, of (i) 0.70% of the Series 2009-2 Required Asset
Amount as of the date of the occurrence of such Liquidation Event of Default or
Series 2009-2 Limited Liquidation Event of Default over (ii) the
aggregate of the amounts previously withdrawn from the Class A Reserve
Account under this Section 2.3(i) in respect of fees and other
amounts due and owing to the Trustee, and (C) such insufficiency.


 


Section 2.4.            Payment of Note Interest.


 


On each Payment Date, the Trustee shall, in accordance with Section 6.1
of the Base Indenture, pay to the Class A Noteholders from the Series 2009-2
Distribution Account the amount deposited in the Series 2009-2
Distribution Account for the payment of interest pursuant to Section 2.3
of this Series Supplement.


 


Section 2.5.            Payment of Note Principal.


 


(a)           Monthly Payments During Series 2009-2
Controlled Amortization Period or Series 2009-2 Rapid Amortization Period.  Commencing with (i) the second
Determination Date during the Three-Year Notes Controlled Amortization Period,
and on each Determination Date thereafter during the Three-Year Notes
Controlled Amortization Period, and (ii) the earlier of the second
Determination Date during the Five-Year Notes Controlled Amortization Period
and the first Determination Date during the Series 2009-2 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 each Class of
the Class A Notes pursuant to Section 2.2(b)(ii) during
the Related Month or Section 2.2(c)(ii) of this Series Supplement
during the applicable Series 2009-2 Rapid Amortization Collection Period,
as the case may be, prior to such date and not previously deposited into the Series 2009-2
Distribution Account for payment to the Class A Noteholders of the
applicable Class of Class A Notes, (w) any amounts to be
withdrawn from the Class A Reserve Account and deposited into the Series 2009-2
Distribution Account, (x) any amounts to be drawn on the Class A
Letters of Credit (and/or withdrawn from any Class A Cash Collateral
Account) and (y) the amount of any demand to be made under the Series 2009-2
Demand Note.  The Trustee shall withdraw
such amounts allocated pursuant to Section 2.2(b)(ii) and Section 2.2(c)(ii) of
this Series Supplement to pay principal of the Class A Notes and
deposit such amounts in the Series 2009-2 Distribution Account to be paid
to the Class A Noteholders of the applicable Class of Class A
Notes.


 


(b)           Principal Deficit Amount.  If the Principal Deficit Amount is greater
than zero on any date, the Administrator shall promptly provide written notice
thereof to the Trustee.  On each Payment
Date (other than the Three-Year Notes Legal Final Payment Date or the Five-Year
Notes Legal Final Payment Date) on which the Principal Deficit Amount is
greater than zero and on any Payment Date during the Series 2009-2 Rapid
Amortization Period on which a Series 2009-2 Lease Principal Payment 


 


44

















 


Deficit exists, amounts shall be transferred to the Series 2009-2
Distribution Account as follows:


 


(i)            Class A
Reserve Account Withdrawal.  If, on
any Determination Date (other than the Determination Date related to the
Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final
Payment Date) the Administrator determines that the Principal Deficit Amount
with respect to the next succeeding Payment Date will be greater than zero, the
Administrator shall instruct the Trustee in writing prior to 12:00 noon (New
York City time) on the second Business Day prior to such Payment Date, to
withdraw and the Trustee shall withdraw from the Class A Reserve Account
an amount equal to the lesser of (x) such Principal Deficit Amount and (y) the
Class A Available Reserve Account Amount on such Payment Date (after
giving effect to any withdrawals from the Class A Reserve Account
anticipated to be made on such Payment Date pursuant to Section 2.3(d) of
this Series Supplement), and deposit such withdrawal in the Series 2009-2
Distribution Account on such Payment Date.


 


(ii)           Demand
Note Draw.  If the Administrator
determines on any Determination Date (other than the Determination Date related
to the Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal
Final Payment Date) that the Principal Deficit Amount with respect to the next
succeeding Payment Date (after giving effect to the withdrawal from the Class A
Reserve Account on such Payment Date pursuant to clause (i) of this
Section 2.5(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 I (each a “Demand Notice”) on Hertz for
payment under the Series 2009-2 Demand Note in an amount equal to the
lesser of (x) the excess of (A) such Principal Deficit Amount over (B) the
amount to be deposited in the Series 2009-2 Distribution Account in
accordance with clause (i) of this Section 2.5(b) and
(y) the Class A Letter of Credit Amount  on such Business Day (after giving effect to
any draws on the Class A Letters of Credit and/or withdrawals from any Class A
Cash Collateral Accounts anticipated to be made on such Payment Date pursuant
to Section 2.3(e) of this Series Supplement).


 


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.


 


45














 


The
Trustee shall cause the proceeds of any demand on the Series 2009-2 Demand
Note to be deposited into the Series 2009-2 Distribution Account, and such
proceeds shall be treated as Principal Collections.


 


(iii)          Letter
of Credit Draw.  If (1) the
Trustee shall have delivered a Demand Notice as provided in Section 2.5(b)(ii) of
this Series Supplement and Hertz shall have failed to pay to the Trustee
or deposit into the Series 2009-2 Distribution Account the amount
specified in such Demand Notice in whole or in part by 12:00 noon (New York
City time) on the Business Day following the making of the Demand Notice or (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, the Trustee shall draw on the Class A
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 2009-2 Demand Note or the amount that the
Trustee failed to demand for payment thereunder, as the case may be; and (B) the
Class A Letter of Credit Amount as of such Business Day (after giving
effect to any drawings on the Class A Letters of Credit  and/or withdrawals from any Class A Cash
Collateral Accounts anticipated to be made on the related Payment Date pursuant
to Section 2.3(e) of this Series Supplement), by presenting
to each Class A Letter of Credit Provider a draft accompanied by a Series 2009-2
Certificate of Unpaid Demand Note Demand; provided, however that
if any Class A Cash Collateral Account has been established and funded,
the Trustee shall withdraw from each such Class A Cash Collateral Account
and deposit in the Series 2009-2 Distribution Account an amount equal to
the pro rata portion of the lesser of (x) the Class A
Cash Collateral Account Percentage on such Business Day of the lesser of the
amounts set forth in clause (A) and (B) above and (y) the
aggregate Class A Available Cash Collateral Account Amount for all Class A
Cash Collateral Accounts on such Business Day, calculated on the basis of the Class A
Available Cash Collateral Account Amount of each such Class A Cash
Collateral Accounts as of such Business Day, and draw an amount equal to the
remainder of such amount on the Class A Letters of Credit.


 


The
Trustee shall deposit, or cause the deposit of, the proceeds of any such draw
on the Class A Letters of Credit and the proceeds of any such withdrawal
from each Class A Cash Collateral Account into the Series 2009-2
Distribution Account and such proceeds shall be treated as Principal
Collections.


 


(iv)          Series 2009-2
Lease Principal Payment Deficit.  If
the Administrator determines on any Payment Date during the Series 2009-2
Rapid Amortization Period that the Principal Deficit Amount on such Payment
Date (after giving effect to any withdrawals from the Class A Reserve
Account pursuant to clause (i) of this Section 2.5(b),
any draws on the Series 2009-2 Demand Note pursuant to clause (ii) of
this Section 2.5(b), and any draws on the 


 


46

















 


Class A
Letters of Credit and/or withdrawals from any Class A Cash Collateral
Account pursuant to clause (iii) of this Section 2.5(b),
in each case for such Payment Date), will be greater than zero, and there
exists a Series 2009-2 Lease Principal Payment Deficit on such Payment
Date, then the Administrator shall instruct the Trustee in writing to draw on
the Class A Letters of Credit, if any, in an amount equal to the least of (1) such
Series 2009-2 Lease Principal Payment Deficit, (2) the Class A
Letter of Credit Liquidity Amount as of such Payment Date (after giving effect
to any draws on the Class A Letters of Credit and/or withdrawals from any Class A
Cash Collateral Account with respect to such Payment Date pursuant to Section 2.3(e) and
clause (iii) of this Section 2.5(b) of this Series Supplement),
and (3) such remaining Principal Deficit Amount.  Upon receipt of a notice by the Trustee from
the Administrator in respect of a Series 2009-2 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 Class A Letters of Credit by presenting to each Class A
Letter of Credit Provider a draft accompanied by a Series 2009-2
Certificate of Credit Demand and shall cause the Series 2009-2 LOC Credit
Disbursements to be deposited in the Series 2009-2 Distribution Account on
such Payment Date; provided, however, that if any Class A
Cash Collateral Account has been established and funded, the Trustee shall
withdraw from each such Class A Cash Collateral Account and deposit in the
Series 2009-2 Distribution Account an amount equal to the pro rata
portion of the lesser of (x) the Class A Cash Collateral Account
Percentage on such Payment Date of the amount set forth in the notice provided
to the Trustee by the Administrator and (y) the Class A Available
Cash Collateral Account Amount for all such Class A Cash Collateral
Accounts on such Payment Date, calculated on the basis of the aggregate Class A
Available Cash Collateral Account Amount for each such Class A Cash
Collateral Account as of such Payment Date, and draw an amount equal to the
remainder of such amount on the Class A Letters of Credit.


 


(v)           In
the event that the Lessee files a petition for relief under Chapter 11 of the
Bankruptcy Code and during the Series 2009-2 Rapid Amortization Period
fails to make payments under the HVF Lease to satisfy the interest on the Class A
Notes, the Class A Letters of Credit will only be available to be drawn
upon (and amounts on deposit in the Class A Cash Collateral Accounts may
only be withdrawn) to pay principal of the Class A Notes on any Payment
Date and the Trustee shall only draw (or withdraw), an amount equal to the
lesser of (i) the amount determined pursuant to clause (iii) of
this Section 2.5(b)  or clause (iv) of this Section 2.5(b),
as applicable, and (ii) the excess, if any, of (x) the Class A
Liquidity Amount  (after giving effect to
any draws under the Class A Letters of Credit on such Payment Date
pursuant to Section 2.3(e) of this Series Supplement or clause
(iii) of this Section 2.5(b) (solely in the case of a
draw under clause (iv) of this Section 2.5(b))) as of
such Payment Date over (y) the Class A Required Liquidity Amount as
of such Payment Date.


 


47

















 


(c)           Legal Final Payment Dates.


 


(i)            Class A
Reserve Account Withdrawal.  (A) 
If, on the Three-Year Notes Legal Final Payment Date, the amount to be
deposited in the Series 2009-2 Distribution Account for the related Series 2009-2
Rapid Amortization Principal Collection Period in accordance with subclause (v) of
Section 2.5(a) of this Series Supplement, together with
any amounts to be deposited in the Series 2009-2 Distribution Account in
accordance with Section 2.5(b)(iv) of this Series Supplement
on such Three-Year Notes Legal Final Payment Date, in each case, to pay
principal of the Class A-1 Notes, will be less than the aggregate
Principal Amount of the Class A-1 Notes on the Three-Year Notes Legal
Final Payment Date, then, prior to 10:30 a.m. (New York City time) on the
second Business Day prior to the Three-Year Notes Legal Final Payment Date, the
Administrator shall instruct the Trustee to withdraw from the Class A
Reserve Account, an amount equal to the lesser of (i) the amount by which
the Class A Liquidity Amount (after giving effect to any withdrawals from
the Class A Reserve Account pursuant to Section 2.3(d) of
this Series Supplement and any draws under the Class A Letters of
Credit and/or withdrawals from each Class A Cash Collateral Account,
pursuant to Section 2.3(e) and Section 2.5(b)(iv) of
this Series Supplement anticipated to be made on such Three-Year Notes
Legal Final Payment Date) will exceed the Class A Required Liquidity
Amount (after giving effect to all anticipated reductions in the aggregate
Principal Amount of the Class A-1 Notes on such Three-Year Notes Legal
Final Payment Date) and (ii) such insufficiency, and deposit such
withdrawn amounts in the Series 2009-2 Distribution Account on or prior to
the Three-Year Notes Legal Final Payment Date. 
The Trustee shall withdraw such amount from the Class A Reserve
Account and deposit such amount in the Series 2009-2 Distribution Account
on or prior to the Three-Year Notes Legal Final Payment Date.


 


(B) 
If, on the Five-Year Notes Legal Final Payment Date, the amount to be deposited
in the Series 2009-2 Distribution Account for the related Series 2009-2
Rapid Amortization Principal Collection Period in accordance with subclause (v) of
Section 2.5(a) of this Series Supplement, together with
any amounts to be deposited in the Series 2009-2 Distribution Account in
accordance with Section 2.5(b)(iv) of this Series Supplement
on such Five-Year Notes Legal Final Payment Date, in each case, to pay
principal of the Class A-2 Notes, is less than the aggregate Principal
Amount of the Class A-2 Notes on the Five-Year Notes Legal Final Payment
Date, then, prior to 10:30 a.m. (New York City time) on the second
Business Day prior to the Five-Year Notes Legal Final Payment Date, the
Administrator shall instruct the Trustee to withdraw from the Class A
Reserve Account, an amount equal to the lesser of (i) the Class A
Available Reserve Account Amount on the Five-Year Notes Legal Final Payment
Date (after giving effect to any withdrawals from the Class A Reserve
Account pursuant to Section 2.3(d) of this Series Supplement
anticipated to be made on such Five-Year Notes Legal Final Payment Date), and (ii) such



 


48

















 


insufficiency, and
deposit such withdrawn amounts in the Series 2009-2 Distribution Account
on or prior to the Five-Year Notes Legal Final Payment Date.  The Trustee shall withdraw such amount from
the Class A Reserve Account and deposit such amount in the Series 2009-2
Distribution Account on or prior to the Five-Year Notes Legal Final Payment
Date.


 


(ii)           Demand
Note Draw.  If the amount to be
deposited in the Series 2009-2 Distribution Account pursuant to subclause
(v) of Section 2.5(a) of this Series Supplement
together with any amounts to be deposited therein in accordance with Section 2.5(b)(iv) and
Section 2.5(c)(i) of this Series Supplement on the
Three-Year Notes Legal Final Payment Date is less than (x) the aggregate
Principal Amount of the Class A-1 Notes on the Three-Year Notes Legal
Final Payment Date or (y) the aggregate Principal Amount of the Class A-2
Notes on the Five-Year Notes Legal Final Payment Date, then, prior to 10:30 a.m.
(New York City time) on the second Business Day prior to the applicable related
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 2009-2 Demand Note in
an amount equal to the lesser of (i) such insufficiency and (ii) the Class A
Letter of Credit Amount as of such Business Day (after giving effect to any
draws on the Class A Letters of Credit and/or withdrawals from any Class A
Cash Collateral Account anticipated to be made on such Legal Final Payment Date
pursuant to Section 2.3(e) and Section 2.5(b)(iv) of
this Series Supplement).  The
Trustee shall, prior to 12:00 noon (New York City time) on the second Business
Day preceding the applicable 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 any
demand on the Series 2009-2 Demand Note to be deposited into the Series 2009-2
Distribution Account on or prior to the applicable Legal Final Payment Date,
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 2.5(c)(ii) of
this Series Supplement and Hertz shall have failed to pay to the Trustee
or deposit into the Series 2009-2 Distribution Account the amount
specified in such Demand Notice referred to in Section 2.5(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 or (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, the Trustee shall draw on the Class A
Letters of Credit, if any, by 12:00 p.m. (New York City time) on such 


 


49

















 


Business Day an
amount equal to the lesser of (A) the amount that Hertz failed to pay
under the Series 2009-2 Demand Note (or the amount that the Trustee failed
to demand for payment thereunder) and (B) the Class A Letter of
Credit Amount as of such Business Day (after giving effect to any draws on the Class A
Letters of Credit and/or withdrawals from any Class A Cash Collateral
Account anticipated to be made on the applicable related Legal Final Payment
Date pursuant to Section 2.3(e) and Section 2.5(b)(iv) of
this Series Supplement), by presenting to each Class A Letter of
Credit Provider a draft accompanied by a Series 2009-2 Certificate of
Unpaid Demand Note Demand; provided, however that if any Class A
Cash Collateral Account has been established and funded, the Trustee shall
withdraw from each such Class A Cash Collateral Account and deposit in the
Series 2009-2 Distribution Account an amount equal to the pro rata
portion of the lesser of (x) the Class A Cash Collateral Account
Percentage on such Business Day of the lesser of the amounts set forth in clause
(A) and (B) above and (y) the aggregate Class A
Available Cash Collateral Account Amount for all such Class A Cash
Collateral Accounts on such Business Day, calculated on the basis of the Class A
Available Cash Collateral Account Amount for each such Class A Cash
Collateral Account, and draw an amount equal to the remainder of such amount on
the Class A Letters of Credit.  The
Trustee shall deposit, or cause the deposit of, the proceeds of any such draw
on the Class A Letters of Credit and the proceeds of any such withdrawal
from each Class A Cash Collateral Account into the Series 2009-2
Distribution Account on or prior to the applicable Legal Final Payment Date 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 from the Series 2009-2 Collection Account
pursuant to Section 2.5(a) of this Series Supplement, the
Trustee shall, in accordance with Section 6.1 of the Base Indenture, pay
to the Class A Noteholders the amount deposited in the Series 2009-2
Distribution Account for the payment of principal of the Class A Notes
held by such Class A Noteholders pursuant to Section 2.5(a) of
this Series Supplement and any amounts deposited in the Series 2009-2
Distribution Account for the payment of principal of such Class A Notes
pursuant to Section 2.5(b) of this Series Supplement and,
to the extent necessary to pay the Class A-1 Principal Amount on the
Three-Year Notes Legal Final Payment Date and the Class A-2 Principal
Amount on the Five-Year Notes Legal Final Payment Date, amounts deposited in
the Series 2009-2 Distribution Account pursuant to Section 2.5(c) of
this Series Supplement.


 


Section 2.6.            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 2009-2 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 


 


50

















 


periods), the Trustee shall make such payment or
deposit into or from the Collection Account or such Series 2009-2 Series Account
without such notice or instruction from the Administrator, provided that
the Administrator, upon request of the Trustee, 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 Class A Letters of
Credit required to be given by the Administrator, at the time specified in this
Series Supplement, the Trustee shall draw on such Class A Letters of
Credit without such instruction from the Administrator, provided that
the Administrator, upon request of the Trustee, promptly provides the Trustee
with all information necessary to allow the Trustee to draw on each such Class A
Letter of Credit.


 


Section 2.7.            Class A Reserve Account.


 


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


 


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


 


51

















 


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


 


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


 


(e)           Class A Reserve Account
Surplus.  In the event that the Class A
Reserve Account Surplus on any Payment Date is greater than zero, the Trustee,
acting in accordance with the written instructions of the Administrator, shall
withdraw from the Class A Reserve Account an amount equal to the Class A
Reserve Account Surplus and (i) pay to Ford the lesser of (x) such Class A
Reserve Account Surplus and (y) all unpaid Ford Reimbursement Obligations
and (ii) only for so long as the Ford LOC Exposure Amount is greater than
zero, solely to the extent that after giving effect to any such payment, the
Fleet Equity Condition would be satisfied pay to HVF any portion of such Class A
Reserve Account Surplus remaining after any required deposit and/or payment
pursuant to clause (i) above.


 


(f)            Termination of Class A
Reserve Account.  On or after the
date on which the Series 2009-2 Notes are paid in full and Ford has been
paid all unpaid Ford Reimbursement Obligations, the Trustee, acting in
accordance with the written instructions of the Administrator, only for so long
as the Ford LOC Exposure Amount is greater than zero, solely to the extent that
after giving effect to any such withdrawal, the Fleet Equity Condition would be
satisfied, the Trustee, in accordance with the written instructions of the
Administrator shall withdraw from the Class A Reserve Account all
remaining amounts on deposit therein for payment to HVF.


 


Section 2.8.            Class A Letters of Credit
and Class A Cash Collateral Accounts.


 


52

















 


(a)           Class A Cash Collateral
Account Constitutes Additional Collateral for Class A Notes.  In order to secure and provide for the
repayment and payment of the Note Obligations with respect to the Class A
Notes, HVF hereby grants a security interest in and assigns, pledges, grants,
transfers and sets over to the Trustee, for the benefit of the Class A
Noteholders, all of HVF’s right, title and interest in and to the following
(whether now or hereafter existing or acquired):  (i) each Class A Cash Collateral
Account, including any security entitlement thereto; (ii) all funds on
deposit in each Class A Cash Collateral Account from time to time; (iii) all
certificates and instruments, if any, representing or evidencing any or all of
the Class A Cash Collateral 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 each Class A 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 each Class A Cash Collateral
Account, the funds on deposit therein from time to time or the investments made
with such funds; and (vi) all proceeds of any and all of the foregoing,
including, without limitation, cash (the items in the foregoing clauses (i) through
(vi) are referred to, collectively, as the “Class A Cash
Collateral Account Collateral”).


 


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


 


53

















 


Amount, excluding such Class A Letter of Credit
but taking into account each substitute Class A Letter of Credit which has
been obtained from a Class A Eligible Letter of Credit Provider, and is in
full force and effect on such date, and (y) the amount available to be
drawn on such expiring Class A Letter of Credit on such date.  Upon receipt of such notice by the Trustee on
or prior to 10:30 a.m. (New York City time) on any Business Day, the
Trustee shall, by 12:00 p.m. (New York City time) on such Business Day
(or, in the case of any notice given to the Trustee after 10:30 a.m. (New
York City time), by 12:00 p.m. (New York City time) on the next following
Business Day), draw the lesser of the amounts set forth in clauses (x) and
(y) above on such Class A Letter of Credit by presenting a
draft accompanied by a Class A Certificate of Termination Demand and shall
cause the Class A LOC Termination Disbursements to be deposited in the
applicable Class A 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 Class A Letter of Credit Expiration Date,
the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day
draw the full amount of such Class A Letter of Credit by presenting a draft
accompanied by a Class A Certificate of Termination Demand and shall cause
the Class A LOC Termination Disbursements to be deposited in the
applicable Class A Cash Collateral Account.


 


(c)           Class A Letter of Credit
Providers.  The Administrator shall
notify the Trustee in writing within one Business Day of becoming aware that
the short-term debt credit rating of any Class A Letter of Credit Provider
has fallen below “P-1” as determined by Moody’s or the long-term debt
credit rating of any Class A Letter of Credit Provider has fallen below “A1”
as determined by Moody’s (with respect to any Class A Letter of Credit
Provider, a “Class A Downgrade Event”).  On the thirtieth (30th) day after the
occurrence of a Class A Downgrade Event with respect to any Class A
Letter of Credit Provider, the Administrator shall notify the Trustee in
writing on such date of (i) the greatest of (A) the excess, if any,
of the Class A Required Enhancement Amount over the Class A Adjusted
Enhancement Amount, excluding the available amount under the Class A
Letter of Credit issued by such Class A Letter of Credit Provider, on such
date and (B) the excess, if any, of the Class A Required Liquidity
Amount over the Class A Adjusted Liquidity Amount, excluding the available
amount under such Class A Letter of Credit, on such date, and (ii) the
amount available to be drawn on such Class A Letter of Credit on such
date.  Upon receipt of such notice by the
Trustee on or prior to 10:30 a.m. (New York City time) on any Business
Day, the Trustee shall, by 12:00 p.m. (New York City time) on such
Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m.
(New York City time), by 12:00 p.m. (New York City time) on the next
following Business Day), draw on such Class A Letter of Credit in an
amount equal to the lesser of the amount in clause (i) or clause
(ii) of the immediately preceding sentence on such Business Day by
presenting a draft accompanied by a Class A Certificate of Termination
Demand and shall cause the Class A LOC Termination Disbursement to be
deposited in the applicable Class A Cash Collateral Account.


 


54














 


(d)           Reductions in Stated Amounts of
the Class A 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 Class A Letter of Credit, the Trustee shall within two
Business Days of the receipt of such notice deliver to the Class A Letter
of Credit Provider who issued such Class A Letter of Credit a Class A
Notice of Reduction requesting a reduction in the stated amount of such Class A
Letter of Credit in the amount requested in such notice effective on the date
set forth in such notice provided that on such effective date, after giving
effect to the requested reduction in the stated amount of such Class A
Letter of Credit, (i) the Class A Adjusted Enhancement Amount will
equal or exceed the Class A Required Enhancement Amount and (ii) the Class A
Adjusted Liquidity Amount will equal or exceed the Class A Required
Liquidity Amount.


 


(e)           Draws on the Class A Letters
of Credit.  If there is more than one
Class A Letter of Credit on the date of any draw on the Class A
Letters of Credit pursuant to the terms of this Series Supplement (other
than pursuant to Sections 2.8(b) or Section 2.8(c) of
this Series Supplement), the Administrator shall instruct the Trustee, in
writing, to draw on each Class A Letter of Credit in an amount equal to
the Pro Rata Share of the Class A Letter of Credit Provider issuing such Class A
Letter of Credit of the amount of such draw on the Class A Letters of
Credit.


 


(f)            Establishment of Class A
Cash Collateral Accounts.  On or
prior to the date of any drawing under a Class A Letter of Credit pursuant
to Section 2.8(b) or Section 2.8(c) of this Series Supplement,
HVF shall establish and maintain in the name of the Trustee for the benefit of
the Class A Noteholders, an account (each such account, a “Class A
Cash Collateral Account”) for the deposit of any such drawings, bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Class A Noteholders. 
Each Class A Cash Collateral Account shall be an Eligible Deposit
Account.  If any such Class A Cash
Collateral Account is at any time no longer an Eligible Deposit Account, HVF
shall, within 10 Business Days of obtaining knowledge that such Class A
Cash Collateral Account is no longer an Eligible Deposit Account, establish a
new Class A Cash Collateral Account that is an Eligible Deposit
Account.  If a new Class A Cash
Collateral Account is established, HVF shall instruct the Trustee in writing to
transfer all cash and investments from the non-qualifying Class A Cash
Collateral Account into the new Class A Cash Collateral Account


 


(g)           Administration of the Class A
Cash Collateral Account.  HVF may
instruct (by standing instructions or otherwise) the institution maintaining
each Class A Cash Collateral Account to invest funds on deposit in each Class A
Cash Collateral Account from time to time in Permitted Investments.  Any investment of funds on deposit in a Class A
Cash Collateral Account shall mature not later than the Business Day prior to
the first Payment Date following the date on which such funds were received
(including funds received upon a payment in respect of a Permitted Investment
made with funds on deposit in a Class A Cash Collateral Account), unless
any Permitted Investment held in such Class A Cash Collateral Account is
held with the Trustee, in which case such investment may mature on such Payment
Date so long as such funds 


 


55

















 


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 Class A Cash Collateral
Account shall remain uninvested.


 


(h)           Earnings from Class A Cash
Collateral Account.  All Class A
Cash Collateral Account Interest and Earnings with respect to a Class A
Cash Collateral Account shall be deemed to be on deposit therein and available
for distribution.


 


(i)            Class A Cash Collateral
Account Surplus.  In the event that
the Class A Cash Collateral Account Surplus on any Payment Date is greater
than zero, the Administrator may direct the Trustee to, and the Trustee, acting
in accordance with the written instructions of the Administrator, shall,
subject to the limitations set forth in this Section 2.8(i),
withdraw on a pro rata basis the amount specified by the
Administrator, calculated on the basis of the Class A Available Cash
Collateral Account Amount for each such Class A Cash Collateral Account,
from each Class A Cash Collateral Account specified by the Administrator
and apply such amount in accordance with the terms of this Section 2.8(i).  The aggregate amount of any such withdrawals
from the Class A Cash Collateral Accounts shall be limited to the Class A
Cash Collateral Account Surplus on such Payment Date.  Any amounts withdrawn from any Class A
Cash Collateral Account shall be paid:  first,
to Ford, the lesser of the amount withdrawn from the Class A Cash
Collateral Account and the amount of such unpaid Ford Reimbursements, (ii) second,
for so long as the Ford LOC Exposure Amount is greater than zero, to the extent
that after giving effect to any such withdrawal the Fleet Equity Condition
would be satisfied, to the Class A Letter of Credit Providers, to the
extent that there are unreimbursed Class A Disbursements due and owing to
such Class A Letter of Credit Providers in respect of the Class A
Letters of Credit, for application in accordance with the provisions of the
respective Class A Letter of Credit Reimbursement Agreement, and (iii) third,
for so long as the Ford LOC Exposure Amount is greater than zero, to the extent
that after giving effect to any such withdrawal the Fleet Equity Condition
would be satisfied, to HVF any remaining amounts.


 


(j)            Termination of Class A Cash
Collateral Accounts.  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 Class A
Noteholders and payable from each Class A Cash Collateral Account as
provided herein, shall withdraw from each such Class A Cash Collateral
Account all amounts on deposit therein (to the extent not withdrawn pursuant to
Section 2.8(d) above) and shall pay such amounts, first,
pro rata to the Class A Letter of Credit Providers, to
the extent that there are unreimbursed Class A Disbursements due and owing
to such Class A Letter of Credit Providers, for application in accordance
with the provisions of the respective Class A Letters of Credit, and second,
only for so long as the Ford LOC Exposure Amount is greater than zero solely to
the extent that after giving 


 


56

















 


effect to any such withdrawal, the Fleet Equity
Condition would be satisfied, to HVF any remaining amounts.


 


Section 2.9.            Series 2009-2 Distribution
Account.


 


(a)           Establishment of Series 2009-2
Distribution Account.  The Trustee
shall establish and maintain in the name of the Trustee for the benefit of the Series 2009-2
Noteholders an account (the “Series 2009-2 Distribution Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2009-2 Noteholders.  The Series 2009-2 Distribution Account
shall be an Eligible Deposit Account.  If
the Series 2009-2 Distribution Account is at any time no longer an
Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining
knowledge that the Series 2009-2 Distribution Account is no longer an
Eligible Deposit Account, establish a new Series 2009-2 Distribution
Account that is an Eligible Deposit Account. 
If a new Series 2009-2 Distribution Account is established, HVF
shall instruct the Trustee in writing to transfer all cash and investments from
the non-qualifying Series 2009-2 Distribution Account into the new Series 2009-2
Distribution Account.  Initially, the Series 2009-2
Distribution Account will be established with the Trustee.


 


(b)           Administration of the Series 2009-2
Distribution Account.  The Administrator
may instruct the institution maintaining the Series 2009-2 Distribution
Account in writing to invest funds on deposit in the Series 2009-2
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 2009-2 Distribution
Account), unless any Permitted Investment held in the Series 2009-2
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 2009-2 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 2009-2 Distribution
Account shall remain uninvested.


 


(c)           Earnings from Series 2009-2
Distribution Account.  All interest
and earnings (net of losses and investment expenses) paid on funds on deposit
in the Series 2009-2 Distribution Account shall be deemed to be on deposit
and available for distribution.


 


(d)           Series 2009-2 Distribution
Account Constitutes Additional Collateral for Series 2009-2 Notes.  In order to secure and provide for the
repayment and payment of the Note Obligations with respect to the Series 2009-2
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 2009-2
Noteholders all of HVF’s right, title and 


 


57

















 


interest in and to the following (whether now or
hereafter existing or acquired):  (i) the
Series 2009-2 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 2009-2 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 2009-2 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 2009-2
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 2009-2
Distribution Account Collateral”).


 


Section 2.10.          Trustee
as Securities Intermediary.


 


(a)           The
Trustee or other Person holding the Series 2009-2 Collection Account, the Series 2009-2
Excess Collection Account, the Series 2009-2 Accrued Interest Account, the
Class A Reserve Account, the Class A Cash Collateral Account, or the Series 2009-2
Distribution Account (each a “Series 2009-2 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 2009-2 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 2.10.


 


(b)           The Securities Intermediary agrees
that:


 


(i)            The
Series 2009-2 Designated Accounts are accounts to which “financial
assets” within the meaning of Section 8-102(a)(9) (“Financial
Assets”) of the New York UCC in will be credited;


 


(ii)           All
securities or other property underlying any Financial Assets credited to any Series 2009-2
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 2009-2
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 2009-2 Designated
Account;


 


58

















 


(iv)          Each
item of property (whether investment property, security, instrument or cash)
credited to a Series 2009-2 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 2009-2 Designated Accounts, the Securities Intermediary shall
comply with such entitlement order without further consent by HVF or the
Administrator;


 


(vi)          The
Series 2009-2 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 2009-2
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 2009-2
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 2.10(b)(v) of this Series Supplement;
and


 


(viii)        Except
for the claims and interest of the Trustee and HVF in the Series 2009-2
Designated Accounts, the Securities Intermediary knows of no claim to, or
interest, in the Series 2009-2 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 2009-2
Designated Account or in any Financial Asset carried therein, the Securities
Intermediary will promptly notify the Trustee, the Administrator and HVF
thereof.


 


(c)           The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Series 2009-2
Designated Accounts and in all proceeds thereof, and shall be the only person
authorized to originate entitlement orders in respect of the Series 2009-2
Designated Accounts.


 


Section 2.11.          [RESERVED]


 


59

















 


Section 2.12.          Series 2009-2 Demand Note
Constitutes Additional Collateral for Series 2009-2 Notes.


 


(a)           In order to secure and provide for
the repayment and payment of the Note Obligations with respect to the Series 2009-2
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 2009-2
Noteholders, all of HVF’s right, title and interest in and to the following
(whether now or hereafter existing or acquired):  (i) the Series 2009-2 Demand Note; (ii) all
certificates and instruments, if any, representing or evidencing the Series 2009-2
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 2009-2
Noteholders, the Series 2009-2 Demand Note, endorsed in blank.  The Trustee, for the benefit of the Series 2009-2
Noteholders, shall be the only Person authorized to make a demand for payment
on the Series 2009-2 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 2009-2
Demand Note or forgive amounts payable thereunder on any date so that the
outstanding principal amount of the Series 2009-2 Demand Note after such
reduction or forgiveness is less than the greater of (x) 0.50% of the
then-current aggregate Principal Amount of the Series 2009-2 Notes as of
such date and (y) the Class A Letter of Credit Liquidity Amount as of
such date.  Other than in connection with
a reduction or forgiveness in accordance with the first sentence of this Section 2.12(b),
or an increase in the stated amount of the Series 2009-2 Demand Note, HVF
shall not agree, to any amendment of the Series 2009-2 Demand Note without
first satisfying the Series 2009-2 Rating Agency Condition.


 


ARTICLE III



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 2009-2 Notes and shall constitute the Amortization Events set
forth in Section 9.1(j) of the Base Indenture with respect to the Series 2009-2
Notes:


 


(a)           HVF defaults in the payment of any
interest on, or other amount payable in respect of, the Series 2009-2
Notes (other than the payments described in clauses (b) and (e) below)
when the same becomes due and payable and such default continues for a period
of five (5) Business Days;


 


(b)           HVF defaults in the payment of any
principal of the Series 2009-2 Notes when the same becomes due and payable
on the applicable Legal Final Payment Date;


 


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


 


60

















 


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


 


(e)           (i) all principal of and
interest on the Class A-1 Notes is not paid in full on or before the
Three-Year Notes Expected Final Payment Date or (ii) all principal of and
interest on the Class A-2 Notes is not paid in full on or before the
Five-Year Notes Expected Final Payment Date;


 


(f)            the Class A Asset Amount shall
be less than the Class A Required Asset Amount for at least three (3) Business
Days;


 


(g)           the Class A Reserve Account, a Class A
Cash Collateral Account, the Series 2009-2 Excess Collection Account, or
any HVF Exchange Account shall be subject to an injunction, estoppel or other
stay or a Lien (other than a Permitted Lien) for at least three (3) Business
Days and either a Class A Enhancement Deficiency or a Class A
Liquidity Deficiency would result from excluding the amount on deposit in any
such account that is subject to an injunction, estoppel or other stay or a Lien
(other than a Permitted Lien) for at least three (3) Business Days from
the Class A Adjusted Enhancement Amount or the Class A Adjusted
Liquidity Amount, to the extent applicable;


 


(h)           the Trustee shall for any reason
cease to have a valid and perfected first-priority security interest in the Series 2009-2
Collateral or any of the Lessee, HVF or any Affiliate of either so asserts in
writing;


 


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


 


(j)            HVF fails to comply with any of its
other agreements or covenants in, or provisions of, the Series 2009-2
Notes or the Indenture and the failure to so comply materially and adversely
affects the interests of the Series 2009-2 Noteholders and continues to
materially and adversely affect the interests of the Series 2009-2  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 Required Noteholders with respect to the Series 2009-2
Notes; or


 


(k)           any representation made by HVF in the
Indenture or any Related Document is false and such false representation
materially and adversely affects the interests of the Series 2009-2  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
Required Noteholders with respect to the Series 2009-2 Notes.


 


In the case of


 


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(i)            any
event described in clauses (a) through (h) above, an
Amortization Event with respect to the Series 2009-2 Notes will
immediately occur without any notice or other action on the part of the Trustee
or any Series 2009-2 Noteholder or


 


(ii)           any
event described in clauses (i) through (k) above,
either the Trustee may, by written notice to HVF or the Required Noteholders
with respect to the Series 2009-2 Notes may, by written notice to HVF and
the Trustee declare that an Amortization Event with respect to the Series 2009-2
Notes has occurred as of the date of the notice.


 


Subject to Section 12.2
of the Base Indenture, (A) the Class A Noteholders owning an
aggregate Principal Amount of Class A Notes in excess of 66-2/3% of the Class A
Principal Amount, by notice to the Trustee, may waive any existing Potential
Amortization Event or Amortization Event with respect to the Series 2009-2
Notes described in clauses (a) through (h) above and (B) the
Required Noteholders with respect to the Series 2009-2 Notes, by notice to
the Trustee, may waive any existing Potential Amortization Event or Amortization
Event with respect to the Series 2009-2 Notes described in clauses (i) through
(k) above.  Upon any such
waiver, such Potential Amortization Event shall cease to exist with respect to
the Series 2009-2 Notes, and any Amortization Event with respect to the Series 2009-2
Notes arising therefrom shall be deemed to have been cured for every purpose of
the Indenture, but no such waiver shall extend to any subsequent or other
Potential Amortization Event or impair any right consequent thereon.  The Trustee shall provide notice to each
Rating Agency then-rating the Series 2009-2 Notes of any waiver by the Series 2009-2
Notes pursuant to this provision.


 


Notwithstanding
anything herein to the contrary, an Amortization Event with respect to the Series 2009-2
Notes described in clause (h) above shall be curable at any time.


 


ARTICLE IV


 


RESERVED


 


ARTICLE V


 


FORM OF CLASS A NOTES


 


Section 5.1.            Issuance of Class A Notes.  The Class A Notes will be initially
offered and sold by HVF pursuant to the Class A Purchase Agreement.  The Class A Notes will be resold
initially only to (A) qualified institutional buyers (as defined in Rule 144A)
(“QIBs”) in reliance on Rule 144A and (B) Persons other than
U.S. Persons (as defined in Regulation S) in reliance on Regulation S.  The Class A Notes may thereafter be
transferred to QIBs or purchasers in reliance on Regulation S in accordance
with the procedure described herein.  The
Class A Notes will be Book-Entry Notes and DTC will be the Depository for
the Class A Notes.  The provisions
of the rules and 


 


62

















 


procedures of DTC, the “Operating Procedures of the
Euroclear System” and “Terms and Conditions Governing Use of Euroclear”
and the “General Terms and Conditions of Clearstream Banking” and “Customer
Handbook” of Clearstream (the “Applicable Procedures”) shall be
applicable to transfers of beneficial interests in the Class A Notes which
are in the form of Class A Global Notes.


 


Section 5.2.            Restricted Global Notes.  Each Class of Class A Notes offered
and sold in their initial distribution in reliance upon Rule 144A will be
issued in the form of one or more global notes in fully registered form,
without coupons, substantially in the form set forth in Exhibits A-1-1
and A-2-1, respectively, registered in the name of Cede, as nominee of
DTC, and deposited with BNY, as custodian of DTC (collectively, the “Restricted
Global Notes”).  The aggregate
initial principal amount of the Restricted Global Notes may from time to time
be increased or decreased by adjustments made on the records of BNY, as
custodian for DTC, in connection with a corresponding decrease or increase in
the aggregate initial principal amount of the corresponding class of Regulation
S Global Notes or the Unrestricted Global Notes, as hereinafter provided.


 


Section 5.3.            Regulation S Global Notes and
Unrestricted Global Notes.  Each Class of
the Class A Notes offered and sold on the Series 2009-2 Closing Date
in reliance upon Regulation S will be issued in the form of one or more global
notes in fully registered form, without coupons, substantially in the forms set
forth in Exhibits A-1-2 and A-2-2, in each case registered in the
name of Cede, as nominee of DTC, and deposited with BNY, as custodian of DTC,
for credit to the respective accounts at DTC of the designated agents holding
on behalf of Euroclear and Clearstream. 
Until such time as the Restricted Period shall have terminated, such Class A
Notes shall be referred to herein collectively as the “Regulation S Global
Notes”.  After such time as the
Restricted Period shall have terminated with respect to any Class A Note,
such Class A Notes shall be exchangeable, in whole or in part, for
interests in one or more permanent global notes in registered form without
interest coupons, substantially in the forms set forth in Exhibits A-1-3
and A-2-3 as hereinafter provided (collectively, the “Unrestricted
Global Notes”).  The aggregate
principal amount of the Regulation S Global Notes or the Unrestricted Global
Notes may from time to time be increased or decreased by adjustments made on
the records of BNY, as custodian for DTC, in connection with a corresponding
decrease or increase of aggregate principal amount of the corresponding
Restricted Global Notes, as hereinafter provided.


 


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Section 5.4.            Transfer
Restrictions.


 


(a)           A Class A
Global Note may not be transferred, in whole or in part, to any Person other
than DTC or a nominee thereof, or to a successor Depository or to a nominee of
a successor Depository, and no such transfer to any such other Person may be
registered; provided, however, that this Section 5.4(a) shall
not prohibit any transfer of a Class A Note that is issued in exchange for
a Class A Global Note in accordance with Section 2.13 of the Base
Indenture and shall not prohibit any transfer of a beneficial interest in a Class A
Global Note effected in accordance with the other provisions of this Section 5.4.


 


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


 


(c)           If a Class A Note Owner holding a
beneficial interest in a Restricted Global Note wishes at any time to exchange
its interest in such Restricted Global Note for an interest in the Regulation S
Global Note, or to transfer such interest to a Person who wishes to take
delivery thereof in the form of a beneficial interest in the Regulation S
Global Note, such exchange or transfer may be effected, subject to the
Applicable Procedures, only in accordance with the provisions of this Section 5.4(c).  Upon receipt by the Registrar, at the office
of the Registrar, of (i) written instructions given in accordance with the
Applicable Procedures from a Clearing Agency Participant directing the
Registrar to credit or cause to be credited to a specified Clearing Agency
Participant’s account a beneficial interest in the Regulation S Global Note, in
a principal amount equal to that of the beneficial interest in such Restricted
Global Note to be so exchanged or transferred, (ii) a written order given
in accordance with the Applicable Procedures containing information regarding
the account of the Clearing Agency Participant (and the Euroclear or
Clearstream account, as the case may be) to be credited with, and the account
of the Clearing Agency Participant to be debited for, such beneficial interest
and (iii) a certificate in substantially the form set forth in Exhibit F-1
given by the Class A Note Owner holding such beneficial interest in such
Restricted Global Note, the Registrar shall instruct BNY, as custodian of DTC,
to reduce the principal amount of the Restricted Global Note, and to increase
the principal amount of the Regulation S Global Note, by the principal amount
of the beneficial interest in such Restricted Global Note to be so exchanged or
transferred, and to credit or cause to be credited to the account of the Person
specified in such instructions (which shall be the Clearing Agency Participant
for Euroclear or Clearstream or both, as the case may be) a 


 


64

















 


beneficial interest in the Regulation S Global Note
having a principal amount equal to the amount by which the principal amount of
such Restricted Global Note was reduced upon such exchange or transfer.


 


(d)           If a Class A Note Owner holding
a beneficial interest in a Restricted Global Note wishes at any time to
exchange its interest in such Restricted Global Note for an interest in the
Unrestricted Global Note, or to transfer such interest to a Person who wishes
to take delivery thereof in the form of a beneficial interest in the
Unrestricted Global Note, such exchange or transfer may be effected, subject to
the Applicable Procedures, only in accordance with the provisions of this Section 5.4(d).  Upon receipt by the Registrar, at the office
of the Registrar, of (A) written instructions given in accordance with the
Applicable Procedures from a Clearing Agency Participant directing the
Registrar to credit or cause to be credited to a specified Clearing Agency
Participant’s account a beneficial interest in the Unrestricted Global Note in
a principal amount equal to that of the beneficial interest in such Restricted
Global Note to be so exchanged or transferred, (ii) a written order given
in accordance with the Applicable Procedures containing information regarding
the account of the Clearing Agency Participant (and the Euroclear or
Clearstream account, as the case may be) to be credited with, and the account
of the Clearing Agency Participant to be debited for, such beneficial interest
and (iii) a certificate in substantially the form of Exhibit F-2
given by the Class A Note Owner holding such beneficial interest in such
Restricted Global Note, the Registrar shall instruct BNY, as custodian of DTC,
to reduce the principal amount of such Restricted Global Note, and to increase
the principal amount of the Unrestricted Global Note, by the principal amount
of the beneficial interest in such Restricted Global Note to be so exchanged or
transferred, and to credit or cause to be credited to the account of the Person
specified in such instructions (which shall be the Clearing Agency Participant
for Euroclear or Clearstream or both, as the case may be) a beneficial interest
in the Unrestricted Global Note having a principal amount equal to the amount
by which the principal amount of such Restricted Global Note was reduced upon
such exchange or transfer.


 


(e)           If a Class A Note Owner holding
a beneficial interest in a Regulation S Global Note or an Unrestricted Global
Note wishes at any time to exchange its interest in such Regulation S Global
Note or such Unrestricted Global Note for an interest in the Restricted Global
Note, or to transfer such interest to a Person who wishes to take delivery
thereof in the form of a beneficial interest in the Restricted Global Note,
such exchange or transfer may be effected, subject to the Applicable
Procedures, only in accordance with the provisions of this Section 5.4(e).  Upon receipt by the Registrar, at the office
of the Registrar, of (i) written instructions given in accordance with the
Applicable Procedures from a Clearing Agency Participant directing the
Registrar to credit or cause to be credited to a specified Clearing Agency
Participant’s account a beneficial interest in the Restricted Global Note in a
principal amount equal to that of the beneficial interest in such Regulation S
Global Note or such Unrestricted Global Note, as the case may be, to be so
exchanged or transferred, (ii) a written order given in accordance with
the Applicable Procedures containing information regarding the account 


 


65

















 


of the Clearing Agency Participant (and the Euroclear
or Clearstream account, as the case may be) to be credited with, and the
account of the Clearing Agency Participant to be debited for, such beneficial
interest and (iii) with respect to a transfer of a beneficial interest in
such Regulation S Global Note (but not such Unrestricted Global Note), a
certificate in substantially the form set forth in Exhibit F-3
given by such Class A Note Owner holding such beneficial interest in such
Regulation S Global Note, the Registrar shall instruct BNY, as custodian of
DTC, to reduce the principal amount of such Regulation S Global Note or such
Unrestricted Global Note, as the case may be, and to increase the principal
amount of the Restricted Global Note, by the principal amount of the beneficial
interest in such Regulation S Global Note or such Unrestricted Global Note to
be so exchanged or transferred, and to credit or cause to be credited to the
account of the Person specified in such instructions (which shall be the
Clearing Agency Participant for DTC) a beneficial interest in the Restricted
Global Note having a principal amount equal to the amount by which the
principal amount of such Regulation S Global Note or such Unrestricted Global
Note, as the case may be, was reduced upon such exchange or transfer.


 


(f)            In the event that a Class A
Global Note or any portion thereof is exchanged for Class A Notes other
than Class A Global Notes, such other Class A Notes may in turn be
exchanged (upon transfer or otherwise) for Class A Notes that are not Class A
Global Notes or for a beneficial interest in a Class A Global Note (if any
is then outstanding) only in accordance with such procedures, which shall be
substantially consistent with the provisions of Sections 5.4(a) through
Section 5.4(e) and Section 5.4(g) of this Series Supplement
(including the certification requirement intended to ensure that transfers and
exchanges of beneficial interests in a Class A Global Note comply with Rule 144A
or Regulation S under the Securities Act, as the case may be) and any
Applicable Procedures, as may be adopted from time to time by HVF and the
Registrar.


 


(g)           Until the termination of the
Restricted Period with respect to any Class A Note, interests in the
Regulation S Global Notes representing such Class A Note may be held only
through Clearing Agency Participants acting for and on behalf of Euroclear and
Clearstream; provided, that this Section 5.4(g) shall
not prohibit any transfer in accordance with Section 5.4(d) of
this Series Supplement.  After the
expiration of the applicable Restricted Period, interests in the Unrestricted
Global Notes may be transferred without requiring any certifications.


 


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


 


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


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY STATE
SECURITIES LAWS.  THE HOLDER OF THIS NOTE
BY 


 


66

















 


ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
NOTE ONLY (A) TO HVF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A (A “QIB”) THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE RIGHT OF HVF, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO IT.


 


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


 


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


 


67

















 


(iii)          The
Class A Global Notes shall bear the following legends:


 


THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW
YORK 10004, OR A NOMINEE THEREOF.  THIS
NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


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


 


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


 


Section 5.5.            Definitive Notes.  No Class A Note Owner will receive a
Definitive Note representing such Class A Note Owner’s interest in the Class A
Notes other than in accordance with Section 2.13 of the Base
Indenture.  Definitive Notes shall 


 


68

















 


have such insertions and deletions as are necessary to
give effect to the provisions of Section 2.13 of the Base Indenture.


 


ARTICLE VI


 


GENERAL


 


Section 6.1.            Optional Redemption of Series 2009-2
Notes.  (a) On any Payment Date,
HVF may, at its option, redeem the Class A Notes or any Class of the Class A
Notes, in whole but not in part, if on such Payment Date, in the case of a
redemption of all of the Class A Notes, the Principal Amount of the Class A
Notes is less than or equal to 10% of the aggregate Initial Principal Amount of
the Class A Notes and, in the case of any Class of the Class A Notes,
the Principal Amount of such class of Class A Notes is less than or equal
to 10% of the Initial Principal Amount of such class of Class A Notes, as
the case may be, at a redemption price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest thereon with funds deposited in the Series 2009-2
Distribution Account for the payment of such redemption price.


 


(b)           If HVF elects to redeem any Class of
the Class A Notes pursuant to the provisions of Section 6.1(a),
it shall notify the Trustee in writing at least 15 days prior to the intended
date of redemption of (i) such intended date of redemption, (ii) the Class A
Notes subject to redemption and (iii) the principal amount of the Class A
Notes to be redeemed.  Upon receipt of a
notice of redemption from HVF, the Trustee shall give notice of such redemption
in the manner provided in Section 13.1 of the Base Indenture to the Class A
Noteholders of the Class A Notes to be redeemed.  Such notice shall be given not less than 5
days prior to the intended date of redemption.


 


Section 6.2.            Information.  On or before the fourth Business Day prior to
each Payment Date (unless otherwise agreed to by the Trustee), HVF shall cause
the Administrator to furnish to the Trustee a Monthly Noteholders’ Statement
with respect to the Series 2009-2 Notes, substantially in the form of Exhibit G,
setting forth, inter alia, the following information:


 


(i)            the
total amount available to be distributed to Class A Noteholders on such
Payment Date;


 


(ii)           the
amount of such distribution allocable to the payment of principal of each Class of
the Class A Notes;


 


(iii)          the
amount of such distribution allocable to the payment of interest on each Class of
the Class A Notes;


 


(iv)          the
Series 2009-2 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;


 


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


 


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


 


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


 


(viii)        whether,
to the knowledge of the Administrator, any Amortization Event or Potential
Amortization Event with respect to the Series 2009-2 Notes has occurred;


 


(ix)           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;


 


(x)            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-Program Vehicle
Amount, the Non-Program Vehicle Percentage, and the Non-Eligible Manufacturer
Amount as of the close of business on the last day of the Related Month;


 


(xi)           the
Class A Highest Enhancement Percentage, the Class A Intermediate
Enhancement Percentage, the Class A Lowest Enhancement Percentage, Class A
Intermediate Enhancement Vehicle Percentage and the Class A Required
Enhancement Percentage as of the close of business on the last day of the
Related Month and the Market Value Average and Non-Program Vehicle Measurement
Month Average, and all calculations related thereto;


 


(xii)          the
Class A Required Incremental Enhancement Amount, if any, as of the close
of business on the last day of the Related Month;


 


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(xiii)         the
Class A Required Liquidity Amount, if any, as of the close of business on
the last day of the Related Month, and whether a Class A Liquidity
Deficiency existed and the amount thereof, in each case, as of the close of
business on the last day of the Related Month;


 


(xiv)        the Class A
Required Enhancement Amount as of the close of business on the last day of the
Related Month, and whether a Class A Enhancement Deficiency existed and
the amount thereof, in each case, as of the close of business on the last day
of the Related Month;


 


(xv)         the Class A
Required Overcollateralization Amount, the Class A Overcollateralization
Amount and the Series 2009-2 Required Asset Amount, in each case, as of
the close of business on the last day of the Related Month;


 


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


 


(xvii)       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, or a Category 3 Manufacturer,
as of the close of business on the last day of the Related Month which were
Eligible Program Vehicles manufactured by such Manufacturer;


 


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


 


(xix)         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;


 


(xx)          the
Class A Letter of Credit Liquidity Amount and the Class A Letter of
Credit Amount, in each case, as of the close of business on the last day of the
Related Month; and


 


(xxi)         the
Class A Principal Amount and the Class A Adjusted Principal Amount,
in each case as of such Payment Date.


 


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The Trustee shall provide to the Series 2009-2 Noteholders, or
their designated agent copies of each Monthly Noteholders’ Statement.


 


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


 


	
  Exhibit A-1-1:

  	
  Form of Restricted
  Global Class A-1 Note

  
	
  Exhibit A-1-2:

  	
  Form of Regulation
  S Global Class A-1 Note

  
	
  Exhibit A-1-3:

  	
  Form of
  Unrestricted Global Class A-1 Note

  
	
  Exhibit A-2-1:

  	
  Form of Restricted Global Class A-2 Note

  
	
  Exhibit A-2-2:

  	
  Form of Regulation S Global Class A-2 Note

  
	
  Exhibit A-2-3:

  	
  Form of Unrestricted Global Class A-2 Note

  
	
  Exhibit B:

  	
  Form of Class A Letter of Credit

  
	
  Exhibit C:

  	
  Form of Lease Payment Deficit Notice

  
	
  Exhibit D:

  	
  Form of Class A Letter of Credit Reduction
  Notice

  
	
  Exhibit E:

  	
  Reserved

  
	
  Exhibit F-1:

  	
  Form of Transfer Certificate

  
	
  Exhibit F-2:

  	
  Form of Transfer Certificate

  
	
  Exhibit F-3:

  	
  Form of Transfer Certificate

  
	
  Exhibit G:

  	
  Form of Monthly Noteholders’ Statement

  
	
  Exhibit H:

  	
  Form of Series 2009-2 Demand Note

  
	
  Exhibit I:

  	
  Form of Demand Notice

  
	
  Exhibit J:

  	
  Form of Supplemental Indenture to Base
  Indenture

  
	
  Exhibit K:

  	
  Form of Amendment to Collateral Agency
  Agreement

  
	
  Exhibit L:

  	
  Form of Amendment to HGI Purchase Agreement

  
	
  Exhibit M:

  	
  Form of Amendment to HVF Lease

  



 


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 Rating Agencies.  The Trustee shall provide to each Rating
Agency a copy of each notice to the Series 2009-2 Noteholders, Opinion of
Counsel and Officer’s Certificate delivered to the Trustee pursuant to this Series Supplement
or any other Related Document.


 


Section 6.6.            [Reserved]


 


Section 6.7.            Third Party Beneficiary.  Ford, in its capacity as accountholder of a
Ford Letter of Credit, is an express third party beneficiary of the Base
Indenture and this Series Supplement to the extent of the provisions
relating to Ford.


 


Section 6.8.            [Reserved]


 


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Section 6.9.            [Reserved]


 


Section 6.10.          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 6.11.          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 6.12.          Amendments.  This Series Supplement may be modified
or amended from time to time in accordance with the terms of the Base
Indenture, provided,  that if,
pursuant to the terms of the Base Indenture or this Series Supplement, the
consent of the Required Noteholders with respect to the Series 2009-2
Notes is required for an amendment or modification of this Series Supplement,
such requirement shall be satisfied if such amendment or modification is
consented to by the Required Noteholders with respect to the Series 2009-2
Notes; provided, further, that, if the consent of the Required
Noteholders with respect to the Series 2009-2 Notes is required for a
proposed amendment or modification of this Series Supplement that does not
adversely affect in any material respect one or more Classes of the Series 2009-2
Notes (as evidenced by an Officer’s Certificate to such effect), then such
requirement shall be satisfied if such amendment or modification is consented
to by the Series 2009-2 Noteholders representing more than 50% of the
Principal Amount of the Classes of the Series 2009-2 Notes materially
adversely affected by such amendment or modification (without the necessity of
obtaining the consent of the Series 2009-2 Noteholders holding the Classes
of the Series 2009-2 Notes not affected by such amendment or
modification); provided, further that, notwithstanding anything
in Section 6.12 of this Series Supplement or Article XII
of the Base Indenture, this Series Supplement may be amended to provide
for the issuance of any Class B Notes in accordance with Section 6.18
without the consent of any Class A Noteholder.  Any amendment to this Series Supplement,
including any amendment in connection with the issuance of Class B Notes
pursuant to Section 6.18 of this Series Supplement, shall be
subject to the satisfaction of the Series 2009-2 Rating Agency Condition.


 


Section 6.13.          Termination of Series Supplement.  This Series Supplement shall cease to be
of further effect when (i) all Outstanding Series 2009-2 Notes
theretofore authenticated and issued have been delivered (other than destroyed,
lost, or stolen Series 2009-2 Notes which have been replaced or paid) to
the Trustee for cancellation, (ii) HVF has paid all sums payable
hereunder, and (iii) the Class A Letter of Credit Liquidity Amount is
equal to zero.


 


Section 6.14.          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 6.13 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 


 


73

















 


Series 2009-2 Notes without the consent of the
Required Noteholders with respect to the Series 2009-2 Notes.


 


Section 6.15.          [Reserved]


 


Section 6.16.          [Reserved].


 


Section 6.17.          [Reserved].


 


Section 6.18.          Issuances of Class B Notes.


 


(a)           No Class B Notes shall be issued
on the Series 2009-2 Closing Date. 
On any date during the Series 2009-2 Revolving Period, HVF may
issue Class B-1 Notes and/or Class B-2 Notes, subject to the
satisfaction of the following conditions precedent:


 


(i)            HVF
and the Trustee shall have entered into an amendment to this Series Supplement
providing (a) that each class of Class B Notes will bear a fixed rate
of interest, determined on or prior to the Class B Notes Closing Date, (b) that
the expected final payment date for the Class B-1 Notes, if any, will be
the Three-Year Notes Expected Final Payment Date and that the expected final
payment date for the Class B-2 Notes, if any, will be the Five-Year Notes
Expected Final Payment Date, (c) that the principal amount of the Class B-1
Notes, if any, will be due and payable on the Three-Year Notes Legal Final
Payment Date and that the principal amount of the Class B-2 Notes, if any,
will be due and payable on the Five-Year Notes Legal Final Payment Date, (d) that
the controlled amortization period with respect to the Class B-1 Notes, if
any, will be the Three-Year Notes Controlled Amortization Period and that the
controlled amortization period with respect to the Class B-2 Notes, if
any, will be the Five-Year Notes Controlled Amortization Period, and (e) payment
mechanics with respect to the Class B Notes substantially similar to those
with respect to the Class A Notes (other than as set forth below) and such
other provisions with respect to the Class B Notes as may be required for
such issuance;


 


(ii)           The
Trustee shall have received a Company Request at least two (2) Business
Days (or such shorter time as is acceptable to the Trustee) in advance of the
proposed closing date for the issuance of the Class B Notes (the “Class B
Notes Closing Date”) requesting that the Trustee authenticate and deliver
the Class B-1 Notes and/or the Class B-2 Notes specified in such
Company Request (such specified Class B Notes, the “Proposed Class B
Notes”);


 


(iii)          If
the Class B Notes Closing Date occurs after the commencement of the
Three-Year Notes Controlled Amortization Period, no Class B-1 Notes shall
be issued;


 


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(iv)          The
Trustee shall have received a Company Order authorizing and directing the
authentication and delivery of the Proposed Class B Notes, by the Trustee
and specifying the designation of each such Class or Classes of Proposed Class B
Notes, the Initial Principal Amount (or the method for calculating the Initial
Principal Amount) of each Class of Proposed Class B Notes to be
authenticated and the Note Rate with respect to such Class of Proposed Class B
Notes;


 


(v)           The
Trustee shall have received an Officer’s Certificate of HVF dated as of the Class B
Notes Closing Date to the effect that:


 


(A)          no
Amortization Event with respect to the Series 2009-2 Notes, Liquidation
Event of Default, Series 2009-2 Limited Liquidation Event of Default,
Aggregate Asset Amount Deficiency, Operating Lease Event of Default, or Class A
Enhancement Deficiency is continuing or will occur as a result of the issuance
of such Proposed Class B Notes,


 


(B)           all
conditions precedent provided in this Series Supplement with respect to
the authentication and delivery of such Proposed Class B Notes have been
complied with, and


 


(C)           the
issuance of Proposed Class B Notes and any related amendments to this Series Supplement
and any Related Documents relating to the Series 2009-2 Notes will not
reduce the availability of the Class A Enhancement Amount to support the
payment of interest on or principal of the Class A Notes in any material
respect;


 


(vi)          no
amendments to this Series Supplement or any Related Documents relating to
the Series 2009-2 Notes in connection with the issuance of the Proposed Class B
Notes may provide for (a) the application of amounts available under the Class A
Letters of Credit or the Class A Reserve Account to support the payment of
interest on or principal of the Class B Notes while any Class A Notes
remain outstanding; (b) payment of interest to any Class B Notes on
any Payment Date until all interest due on the Class A Notes on such
Payment Date has been paid; (c) (x) during the Three-Year Notes
Controlled Amortization Period, payment of principal of the Class B-1
Notes on any Payment Date until the Controlled Distribution Amount with respect
to the Class A-1 Notes on such Payment Date has been paid, (y) during
the Five-Year Notes Controlled Amortization Period, payment of principal of the
Class B-2 Notes on any Payment Date until the Controlled Distribution
Amount with respect to the Class A-2 Notes on such Payment Date has been paid
and (z) during the Series 2009-2 Rapid Amortization Period, payment
of principal of the Class B Notes until the principal amount of the Class A
Notes has been paid in full; (d) the reallocation of Principal Collections
allocable to the Series 2009-2 Notes to pay interest on the Class B
Notes while any Class A Notes remain outstanding; (e) any voting
rights in respect of the Class B Notes, for so long as any Class A
Notes are outstanding, 


 


75

















 


other than with
respect to amendments to the Indenture pursuant to Section 12.2(b)(i) or
(ii); and (f) the addition of any Amortization Event with respect
to the Series 2009-2 Notes other than those related to payment defaults on
the Class B Notes similar to those in respect of the Class A Notes
and enhancement or liquidity deficiencies in respect of the credit enhancement
supporting the Class B Notes similar to those in respect of the Class A
Notes;


 


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


 


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


 


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


 


(C)           all
conditions precedent provided for in the Base Indenture and this Series Supplement
with respect to the authentication and delivery of the Proposed Class B
Notes have been complied with, and


 


(D)          the
Proposed Class B Notes have been duly authorized and executed and such
Proposed Class B Notes (when authenticated and delivered in accordance
with the provisions of the Base Indenture and this Series Supplement) and
any amendments to this Series Supplement and any Related Documents
relating to the Series 2009-2 Notes will constitute valid, binding and enforceable
obligations of HVF, subject, in the case of enforcement, to bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
creditors’ rights generally and to general principles of equity.


 


Section 6.19.          Noteholder Consents.  Each Series 2009-2 Noteholder, upon
acquisition of a Series 2009-2 Note, will be deemed to agree and consent
to (i) the execution of a Supplemental Indenture to the Base Indenture
substantially in the form of Exhibit J hereto, (ii) the
execution of an amendment to the Collateral Agency Agreement substantially in
the form of Exhibit K hereto, (iii) the execution of an
amendment to the HGI Purchase Agreement substantially in the form of Exhibit L
hereto, and (iv) the execution of an amendment to the HVF Lease
substantially in the form of Exhibit M hereto, in each case,
together with any changes to such forms that do not adversely affect the Series 2009-2
Noteholders in any material respect as evidenced by an Officer’s Certificate of
HVF.  Such deemed consent will apply to
each proposed amendment set forth in Exhibits J, K, L, and
M individually, and the failure to effect any of the 


 


76

















 


amendments set forth therein will not revoke the
consent with respect to any other amendment.


 


Section 6.20.          Confidential Information.  (a)  The Trustee and each Class A
Note Owner agrees, by its acceptance and holding of a beneficial interest in a Class A
Note, to maintain the confidentiality of all Confidential Information in accordance
with procedures adopted by such Class A Noteholder in good faith to
protect confidential information of third parties delivered to such person; provided
that such person may deliver or disclose Confidential Information to: (i) such
person’s directors, trustees, officers, employees, agents, attorneys,
independent or internal auditors and affiliates who agree to hold confidential
the Confidential Information substantially in accordance with the terms of this
Section 6.20; (ii) such person’s financial advisors and other
professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with the terms of this Section 6.20;
(iii) any other Class A Note Owner; (iv) any person of the type
that would be, to such person’s knowledge, permitted to acquire an interest in
the Class A Notes in accordance with the requirements of the Indenture to
which such person sells or offers to sell any such interest in the Class A
Notes or any part thereof and that agrees to hold confidential the Confidential
Information substantially in accordance with the terms of this Section 6.20
(or in accordance with such other confidentiality procedures as are acceptable
to HVF); (v) any federal or state or other regulatory, governmental or judicial
authority having jurisdiction over such person; (vi) the National
Association of Insurance Commissioners or any similar organization, or any
nationally-recognized rating agency that requires access to information about
the investment portfolio or such person; (vii) any reinsurers or liquidity
or credit providers that agree to hold confidential the Confidential
Information substantially in accordance with the terms of this Section 6.20
(or in accordance with such other confidentiality procedures as are acceptable
to HVF); (viii) any other person with the consent of HVF; or (ix) any
other person to which such delivery or disclosure may be necessary or
appropriate (A) to effect compliance with any law, rule, regulation,
statute or order applicable to such person, (B) in response to any
subpoena or other legal process upon prior notice to HVF (unless prohibited by
applicable law or other requirement having the force of law), (C) in
connection with any litigation to which such person is a party upon prior notice
to HVF (unless prohibited by applicable law or other requirement having the
force of law) or (D) if an Amortization Event with respect to the Series 2009-2
Notes has occurred and is continuing, to the extent such person may reasonably
determine such delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies under the Class A
Notes, the Indenture or any other Related Document; and provided, further,
however, that delivery to any Class A Note Owner of any report or
information required by the terms of the Indenture to be provided to such Class A
Note Owner shall not be a violation of this Section 6.20.  Each Class A Note Owner, by its
acceptance of a beneficial interest in the Class A Notes, shall be deemed
to have agreed, except as set forth in clauses (v), (vi) and
(ix) above, that it shall use the Confidential Information for the
sole purpose of making an investment in the Class A Notes or administering
its investment in the Class A Notes.  In the event of any required disclosure of the
Confidential Information by such Class A Note Owner, such 


 


77

















 


Class A Note Owner shall be deemed to have agreed
to use reasonable efforts to protect the confidentiality of the Confidential
Information.


 


(b)           For the purposes of this Section 6.20,
“Confidential Information” means information delivered to the Trustee or
any Class A Note Owner by or on behalf of HVF in connection with and
relating to the transactions contemplated by or otherwise pursuant to the
Indenture and the Related Documents; provided that such term does not
include information that: (i) was publicly known or otherwise known to the
Trustee or the Class A Note Owner prior to the time of such disclosure; (ii) subsequently
becomes publicly known through no act or omission by the Trustee, any Class A
Note Owner or any person acting on behalf of the Trustee or any Class A
Note Owner; (iii) otherwise is known or becomes known to the Trustee or
any Class A Note Owner other than (x) through disclosure by HVF or (y) as
a result of a breach of fiduciary duty to HVF or a contractual duty to HVF; or (iv) is
allowed to be treated as non-confidential by consent of HVF.


 


Section 6.21.          Trustee Has No Duty to Monitor
Manufacturer Ratings.  In no event
shall the Trustee (x) have any duty or responsibility to monitor the
ratings of the Manufacturers or (y) be charged with knowledge of such
ratings, unless a Trust Officer receives written notice of such ratings from HVF,
Hertz or any Series 2009-2 Noteholder or otherwise has actual knowledge
thereof.


 


78

















 


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: V. P. &
  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

  



 


79