Exhibit 4.9.8


 


THIS SECOND AMENDED AND RESTATED
PARTICIPATION, PURCHASE AND SALE AGREEMENT (as amended, this “Agreement”)
is made as of this 18th day of September, 2009, by and among THE HERTZ
CORPORATION, a Delaware corporation (“Hertz”), individually and as
lessee and servicer, HERTZ GENERAL INTEREST LLC, a Delaware limited liability
company (“HGI”) and HERTZ VEHICLE FINANCING LLC, a Delaware limited
liability company (“HVF”).  Except
as otherwise specified, capitalized terms used but not defined herein have the
respective meanings set forth in Schedule I to the Third Amended and
Restated Base Indenture, dated as of September 18, 2009, between HVF and
the Trustee; provided, that, if any such capitalized term is defined in
the Base Indenture, but has a corresponding Segregated Series-specific
definition set forth in the related Segregated Series Supplement, the
capitalized term set forth herein shall have the meaning of the corresponding
Segregated Series-specific definition set forth in the applicable Segregated Series Supplement
in all contexts relating to the HVF Segregated Vehicles and HVF Segregated
Vehicle Collateral that constitute Series-Specific Collateral for such
Segregated Series; provided, further, that if any capitalized
term is defined in each of the Base Indenture and the HGI Lease, the definition
of such capitalized term set forth in the HGI Lease shall apply in all contexts
relating to the HGI Vehicles and HGI Vehicle Collateral.


 


WHEREAS, Hertz, HGI and HVF entered into a
Participation, Purchase and Sale Agreement made as of the 18th day of September, 2002, as amended pursuant to
Amendment No. 1 to Participation, Purchase and Sale Agreement dated as of March 31,
2004;


 


WHEREAS, Hertz, HGI and HVF entered into an
Amended and Restated Participation, Purchase and Sale Agreement made as of the
21st day of December, 2005 (as amended, the “Prior Agreement”);


 


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


 


WHEREAS, Hertz is engaged in the business of
renting passenger automobiles and light-duty trucks (“Vehicles”) to
customers;


 


WHEREAS, Hertz desires to arrange for HGI and
HVF to finance and acquire Vehicles, and to lease the Vehicles to Hertz from
time to time pursuant to two or more separate lease agreements (the “HGI
Lease”, the “HVF Lease” and any lease agreement relating to a
Segregated Series (a “Segregated Series Lease”, together with
the HGI Lease and the HVF Lease, the “Leases”);


 

















 


WHEREAS, for reasons of administrative convenience,
the Servicer, on behalf of HGI, will order Vehicles for purchase by HGI and for
sale by HGI to HVF, and HVF will purchase Vehicles ordered for it from HGI
(HGI, in such capacity, a “Seller”, and HVF, in such capacity, a “Purchaser”);


 


WHEREAS, for reasons of administrative
convenience, Vehicles purchased by HGI, including the Vehicles subsequently
sold to HVF, will be titled in the name of Hertz Vehicles LLC, as nominee
titleholder for HGI or HVF, as applicable, pursuant to the Nominee Agreement;


 


WHEREAS, for reasons of administrative
convenience, the Collateral Agent will be named as lienholder on the
Certificates of Title for certain Vehicles purchased by HGI, including certain
Vehicles subsequently sold by HGI to HVF, for the benefit of the Secured
Parties;


 


WHEREAS, from time to time, the Lessee may
desire to lease a particular Vehicle pursuant to the HGI Lease rather than the
HVF Lease or any Segregated Series Lease, or vice versa, and in order to
effect such change HGI and HVF agree to purchase Vehicles from one another on
the terms set forth herein (each of HGI and HVF, in the capacity of seller, a “Seller,”
and in the capacity of purchaser, a “Purchaser”);


 


NOW, THEREFORE, the parties agree as follows:


 


ARTICLE
1


 


AMOUNTS
AND TERMS OF PURCHASES


 


SECTION 1.01.  General.  Each of HGI and HVF agrees that, subject to
the satisfaction of the conditions set forth in Section 2.8 of the Leases
(or the applicable section with respect to any Segregated Series Lease),
it will lease to the Lessee as many Vehicles as the Lessee desires to lease,
provided that HGI or HVF, as applicable, has sufficient available funds to
purchase such Vehicles in accordance with this Agreement.  The parties agree that, from time to time,
the Lessee will notify HGI, and HGI will notify the Servicer and HVF, in
writing, that the Lessee desires to lease Vehicles pursuant to the Leases.  Upon the receipt of such notice, the Servicer
shall order the requested Vehicles in accordance with Section 1.02.


 


SECTION 1.02.  Ordering Vehicles.   HGI hereby appoints Hertz, as Servicer, to
act as HGI’s agent in placing vehicle orders on behalf of HGI pursuant to the
terms of the Manufacturer Programs with respect to Program Vehicles and as
otherwise agreed by the Servicer and a dealer or buying representative with
respect to Non-Program Vehicles.  The
Servicer agrees that all Program Vehicles ordered as provided herein shall be
ordered utilizing the procedures consistent with the applicable Manufacturer Program.  The Servicer will be responsible for taking
delivery of the Vehicles and conducting pre-delivery inspection of Vehicles,
filing claims on behalf of HGI (or, in the case of Vehicles that have been
purchased by HVF in accordance with this Agreement prior to the delivery of
such Vehicle, HVF) for damage in transit and other Manufacturer delivery claims



 


2

















 


related to the Vehicles, facilitating payment for Vehicles, titling
Vehicles in accordance with the Nominee Agreement (or any nominee agreement
relating to a Segregated Non-Nominee Series) and liening Vehicles in accordance
with the Collateral Agency Agreement (or any collateral agency agreement
relating to a Segregated Non-Collateral Agency Series), and performing other
duties with respect to Vehicles.  The
Servicer may arrange to have the Vehicles delivered to a location selected by
the Lessee at the Lessee’s expense to the extent that any such expense has not
been included in the Capitalized Cost of such Vehicle.


 


SECTION 1.03.  Vehicle Payment and Acceptance.  (a)  In accordance with the payment
terms agreed to between HGI and each Manufacturer, authorized dealer or other
Person that sells a Vehicle to HGI, HGI shall pay to such party the Capitalized
Cost of such Vehicle.  In accordance with
the purchase terms agreed to between HGI and each Manufacturer, title to such
Vehicle shall pass to HGI upon its payment for such Vehicle (or, in the case of
a Vehicle manufactured by Volvo, upon delivery of such Vehicle to HGI).  The Lessee shall pay all applicable costs and
expenses of freight, packing, handling, storage, shipment and delivery of such
Vehicle and sales and use tax (if any) to the extent that the same have not
been included in the Capitalized Cost of such Vehicle.


 


(b)  The Lessee agrees that payment by
HGI for a Vehicle in accordance with this Section 1.03 will
constitute confirmation by the Lessee that it has accepted such Vehicle, and
that the conditions precedent to the lease of such Vehicle under the HGI Lease
have been satisfied, provided that the Lessee will have the option to
reject any such Vehicle that may be rejected pursuant to the terms of the
applicable Manufacturer Program with respect to Program Vehicles, or in
accordance with its customary business practices with respect to Non-Program
Vehicles.


 


SECTION 1.04.  New Vehicle Notices.  Within seven Business Days of payment by HGI
for each Vehicle (or, in the case of a Vehicle manufactured by Volvo, within
seven Business Days of the later of the date of delivery and the date of
invoice for such Vehicle), the Lessee will determine whether it desires HGI to
retain ownership of such Vehicle, or sell it to HVF (each such Vehicle a “New
Vehicle”, and each New Vehicle to be purchased by HVF as an HVF Vehicle, a “New
HVF Vehicle” and each New Vehicle to be purchased by HVF as an HVF
Segregated Vehicle, a “New HVF Segregated Vehicle”, and the New HVF
Vehicles and New HVF Segregated Vehicles together, the “New ABS Vehicles”).  Upon making its determination with respect to
each New Vehicle, the Lessee shall then give notice of such determination
(specifying, if applicable, whether such New Vehicle is a New HVF Vehicle or a
New HVF Segregated Vehicle) to the Servicer and the Servicer shall deliver a
notice to HGI, HVF, the Nominee (or, if applicable, the nominee with respect to
the related Segregated Non-Nominee Series), the Collateral Agent (or, if
applicable, the collateral agent with respect to the related Segregated
Non-Collateral Agency Series) and, in respect of each New ABS Vehicle, the
Trustee, setting forth the information listed in Exhibit A hereto with
respect to such New Vehicle (each such notice a “New Vehicle Schedule”),
including, if applicable, the proposed effective date of the transfer of such
New ABS Vehicle to HVF.


 


3

















 


SECTION 1.05.  New HVF Vehicle Payment and Acceptance.  (a)  On the proposed effective date of
the sale and transfer of any New ABS Vehicle to HVF set forth in the New
Vehicle Schedule delivered pursuant to Section 1.04, HVF shall,
subject to the satisfaction of the conditions set forth in Section 2.02,
pay to HGI an amount equal to the Capitalized Cost of such New ABS Vehicle; provided,
that, for the avoidance of doubt, the Capitalized Cost with respect to any New
HVF Vehicle shall be paid from amounts arising from or constituting the
Collateral and the Capitalized Cost with respect to any New HVF Segregated
Vehicle shall be paid from amounts arising from or constituting the
Series-Specific Collateral with respect to the Segregated Series for whose
benefit such New HVF Segregated Vehicle is pledged.  HVF shall make payments in immediately
available funds to or at the direction of HGI.


 


(b)  Hertz, HGI and HVF hereby agree
that title to each New ABS Vehicle shall pass to HVF upon satisfaction of the
conditions set forth in Section 2.02 in respect of such New ABS
Vehicle.  The Lessee agrees that payment
of the purchase price for a New ABS Vehicle by HVF under this Section 1.05
will constitute confirmation by the Lessee that it has accepted such New ABS
Vehicle, and that the conditions precedent to the lease of such New HVF Vehicle
under the HVF Lease or such New HVF Segregated Vehicle under the applicable
Segregated Series Lease, as applicable, have been satisfied, provided
that the Lessee will have the option to reject any such New ABS Vehicle that
may be rejected pursuant to the terms of the applicable Manufacturer Program
with respect to Program Vehicles, or in accordance with its customary business
practices with respect to Non-Program Vehicles. 
If the Lessee rejects a New ABS Vehicle after payment for such New ABS
Vehicle has been made by HVF, HGI shall repurchase such New ABS Vehicle within
five Business Days of such rejection for an amount equal to the Capitalized
Cost of such New ABS Vehicle (a “Rejected Vehicle Payment”).  If the Lessee rejects a New ABS Vehicle after
payment for such New ABS Vehicle has been made, the Lessee shall give notice of
such rejection to the Servicer and the Servicer shall then deliver a notice to
HGI, HVF, the Nominee (or, if applicable, the nominee with respect to the
related Segregated Non-Nominee Series), the Collateral Agent (or, if
applicable, the collateral agent with respect to the related Segregated
Non-Collateral Agency Series) and the Trustee setting forth the information
listed in Exhibit B with respect to such rejected New ABS Vehicle
(each such notice a “Rejected Vehicle Schedule”, and each such New ABS
Vehicle, a “Rejected Vehicle”), including the proposed effective date of
the repurchase by HGI.  HVF and HGI
hereby agree that title to a Rejected Vehicle shall pass to HGI upon payment to
HVF of the related Rejected Vehicle Payment. 
If HGI fails to make the Rejected Vehicle Payment with respect to a
Rejected Vehicle to HVF within five Business Days of the rejection by the
Lessee of such Vehicle, the Servicer shall immediately make the Rejected
Vehicle Payment to HVF on behalf of HGI.


 


(c)  HGI hereby assigns to HVF, with
respect to any New ABS Vehicle that HVF purchases from HGI in accordance with
this Section 1.05, all rights that HGI has against the Manufacturer
of such New ABS Vehicle.  This clause (c) shall
apply to any New ABS Vehicle whether or not it has been delivered to the Lessee
at the time of its sale to HVF.


 


(d)  HGI agrees that it will pay to HVF
any Invoice Adjustments paid or payable to HGI by a Manufacturer in respect of
a New ABS Vehicle.  HVF agrees that it
will pay to 


 


4

















 


HGI any Invoice Adjustments paid or payable by HGI to a Manufacturer in
respect of a New ABS Vehicle; provided, that, for the avoidance of
doubt, the Invoice Adjustments payable by HVF with respect to any New HVF
Vehicle shall be paid from amounts arising from or constituting the Collateral
and the Invoice Adjustments payable by HVF with respect to any New HVF
Segregated Vehicle shall be paid from amounts arising from or constituting the
Series-Specific Collateral with respect to the Segregated Series for whose
benefit such New HVF Segregated Vehicle is pledged.  Invoice Adjustments will be payable by HGI to
HVF within 5 Business Days after notification from a Manufacturer to HGI that
Invoice Adjustments are payable by such Manufacturer to HGI in respect of a New
ABS Vehicle.  Invoice Adjustments will be
payable by HVF to HGI within 5 Business Days of notification from HGI to HVF
that a Manufacturer has notified HGI that Invoice Adjustments are payable to
such Manufacturer by HGI.  “Invoice
Adjustments” means payments from or to a Manufacturer representing the
difference between the estimated Capitalized Cost of a Vehicle as reflected on
its invoice, and the actual Capitalized Cost of such Vehicle.


 


SECTION 1.06.  Vehicle Transfers.  (a)  From time to time, the Lessee may
desire to lease a particular Vehicle pursuant to the HVF Lease or any
Segregated Series Lease rather than the HGI Lease, or vice versa.  The parties hereto agree that the Lessee may
effect such a change with respect to a particular Vehicle by delivering a
notice to HVF, HGI, the Nominee, the nominee with respect to the related
Segregated Non-Nominee Series, the Servicer, the Collateral Agent, the
collateral agent with respect to the related Segregated Non-Collateral Agency
Series, and the Trustee setting forth the information listed in Exhibit C
with respect to such Vehicle (each such notice a “Transferred Vehicle
Schedule”), including the proposed effective date of the transfer of such
Vehicle; provided, however, that the Lessee may not cause HVF to
sell to HGI a Non-Program Vehicle or a Segregated Non-Program Vehicle for a
Transfer Price that is less than the Termination Value of such Vehicle
immediately prior to the transfer thereof. 
This Section 1.06 does not apply to the initial treatment of
New Vehicles under Section 1.04.


 


SECTION 1.07.  Transferred Vehicle Payments.  On the proposed effective date of the
transfer of any Vehicle pursuant to Section 1.06, subject to the
satisfaction of the conditions set forth in Section 2.02, the
applicable Purchaser shall pay to the applicable Seller the Reasonably
Equivalent Value of such Vehicle (in each case, the “Transfer Price”); provided,
that, for the avoidance of doubt, the Transfer Price with respect to any
Vehicle that will be leased pursuant to the HVF Lease shall be paid from
amounts arising from or constituting the Collateral and the Transfer Price with
respect to any Vehicle that will be leased pursuant to a particular Segregated Series Lease
shall be paid from amounts arising from or constituting the Series-Specific
Collateral with respect to the Segregated Series for whose benefit such
Vehicle will be pledged. “Reasonably Equivalent Value” means (i) with
respect to a Vehicle that is subject to a Manufacturer Program that provides
that such Vehicle must be resold to the applicable Manufacturer, the
Termination Value of such Vehicle, (ii) with respect to any other Vehicle
that is subject to a Manufacturer Program, the greater of the Market Value of
such Vehicle and the Termination Value of such Vehicle immediately prior to the
transfer thereof and (iii) with respect to any other Vehicle, the Market
Value for such Vehicle.  The applicable
Seller and the applicable Purchaser hereby agree that title to each Vehicle
transferred pursuant to Section 1.06 shall 


 


5

















 


pass to the applicable Purchaser upon satisfaction of the conditions
set forth in Section 2.02 in respect of such Vehicle.  All payments to HVF hereunder relating to HVF
Vehicles shall be deposited into the Collection Account and all payments to HVF
relating to HVF Segregated Vehicles constituting Series-Specific Collateral
with respect to a particular Segregated Series, unless otherwise specified in
the related Segregated Series Supplement, shall be deposited into the
collection account, or similar account, for such Segregated Series.


 


SECTION 1.08.  Hertz as Servicer.  Each of HGI and HVF hereby appoints Hertz as
Servicer to be responsible for ordering and receiving Vehicles pursuant to Section 1.02,
and all administrative details relating to Vehicle transfers under Sections 1.04
through 1.07, including transfer of funds, the preparation of
documentation, the calculation of purchase price amounts, and the provision of
information under this Agreement.  The
Servicer shall be responsible for ensuring that all information included in New
Vehicle Schedules, Rejected Vehicle Schedules and Transferred Vehicle Schedules
is true and correct.  HGI and HVF will
cooperate, at the Servicer’s expense, with the Servicer’s performance in accordance
with the terms of this Section 1.08.


 


SECTION 1.09.  Chrysler Vehicles.  If the Lessee leases Program Vehicles subject
to a Guaranteed Depreciation Program with Old Chrysler or one of its affiliates
(“Chrysler Vehicles”) under the Leases, the Lessee agrees that all such
Chrysler Vehicles will be owned by HGI and leased under the HGI Lease, owned by
HVF and leased under the HVF Lease or owned by HVF and leased under a
Segregated Series Lease.  This Section 1.09
does not apply to the initial treatment of Chrysler Vehicles that are New ABS
Vehicles and that are purchased from HGI by HVF in accordance with Section 1.05.


 


SECTION 1.10.  Hertz as Lessee.  Hertz, as Lessee, agrees that upon a transfer
of a Vehicle from the HGI Lease to the HVF Lease or a Segregated Series Lease
or vice versa pursuant to this Agreement, Hertz relinquishes all rights that it
has in such Vehicle pursuant to the Lease under which such Vehicle was leased
prior to such transfer.


 


ARTICLE
2


 


CONDITIONS
OF PURCHASES


 


SECTION 2.01.  Conditions Precedent to the Obligations of
HVF, HGI and Hertz.  The obligations
of HVF, HGI, the Lessee and the Servicer hereunder are subject to the
satisfaction of each of the following conditions:


 


(a)  This Agreement has been duly
authorized by each of HVF, HGI and Hertz, and all necessary corporate action
has been taken and all necessary governmental approvals, if any, have been
obtained with respect to this Agreement by each of HVF, HGI and Hertz;


 


(b)  With respect to all obligations
relating to a particular Lease, such Lease has been duly authorized by each of
the parties thereto, and all necessary corporate action has been taken and all
necessary governmental approvals, if any, have been obtained with respect to
such Lease by each of the parties thereto; and


 


6

















 


(c)  With respect to all obligations
relating to Vehicles with respect to which the Nominee acts as nominee
titleholder, the Nominee Agreement has been duly authorized by each of the
parties thereto, and all necessary corporate action has been taken and all
necessary governmental approvals, if any, with respect to the Nominee Agreement
have been obtained by each of the parties thereto.


 


(d)  With respect to all obligations
relating to Vehicles of a particular Segregated Non-Nominee Series, the related
nominee agreement has been duly authorized by each of the parties thereto, and
all necessary corporate action has been taken and all necessary governmental
approvals, if any, with respect to such nominee agreement have been obtained by
each of the parties thereto.


 


SECTION 2.02.  Conditions Precedent to Each Purchase.  Each purchase of a New ABS Vehicle or
Transferred Vehicle hereunder (each, a “Purchase”) shall be subject to
the further conditions precedent that:


 


(a)  on the date of such Purchase and
after giving effect to such Purchase, the following statements shall be true
(and the Purchaser, by making payment for such New ABS Vehicle or such
Transferred Vehicle, and the Seller, by accepting such payment, shall be deemed
to have certified that):


 


(i)  the representations and warranties
contained in Sections 3.01 and 3.02 are correct on and as of the
date of such Purchase as though made on and as of such date;


 


(ii)  with respect to any such Purchase of
a New HVF Vehicle or Transferred Vehicle which was leased pursuant to the HVF
Lease immediately prior to such Purchase, no event has occurred and is
continuing, or would result from such Purchase, that constitutes an HVF Vehicle
Termination Event (as such term is defined in Section 6.01);


 


(iii)  with respect to any such Purchase
of a New HVF Segregated Vehicle pledged for the benefit of any Segregated Series or
a Transferred Vehicle which was leased pursuant to a Segregated Series Lease
relating to any Segregated Series immediately prior to such Purchase, no
event has occurred and is continuing, or would result from such Purchase, that
constitutes an HVF Segregated Vehicle Termination Event (as such term is
defined in Section 6.01) with respect to such Segregated Series;


 


(iv)  the Purchase is allowed under the
Related Documents;


 


(v)  the Purchaser shall have paid the
Capitalized Cost of such New ABS Vehicle or Transfer Price of such Transferred
Vehicle in accordance with Sections 1.05 and 1.07;


 


(vi)  the Vehicle being purchased is an
HGI Eligible Vehicle or an Eligible Vehicle;


 


(vii)  the conditions to leasing such
Vehicle under Section 2.8 of the HVF Lease or HGI Lease or the analogous
section in any Segregated Series Lease, as applicable, shall have been
satisfied; and


 


7

















 


(viii)  in the case of a New HVF Vehicle
and, unless otherwise specified in the Related Documents related to a
Segregated Series, a New HVF Segregated Vehicle financed under a dealer’s floor
plan line of credit provided by Ford Motor Credit Company (“FMCC”) or
General Motors Acceptance Corporation (“GMAC”), HGI shall have paid the
Capitalized Cost of such Vehicle to FMCC or GMAC, as applicable, and any
interest of FMCC or GMAC, as applicable, in such New ABS Vehicle shall have
been terminated; and


 


(b)  the Purchaser and the Seller shall
have received such other approvals, opinions or documents as the Purchaser or
the Seller, as applicable, may reasonably request.


 


The Servicer, by arranging
the transfer from HVF to HGI of the Capitalized Cost of any New HVF Vehicle
and, unless otherwise specified in the Related Documents related to a
Segregated Series, a New HVF Segregated Vehicle financed under a dealers’s
floor plan line of credit provided by FMCC or GMAC pursuant to Section 1.05(a),
shall be deemed to have represented that HGI has paid the Capitalized Cost of
such New ABS Vehicle to FMCC or GMAC, as applicable, and that any interest of
FMCC or GMAC, as applicable, in such New ABS Vehicle has been terminated.


 


ARTICLE
3


 


REPRESENTATIONS
AND WARRANTIES


 


SECTION 3.01.  Representations of HGI and HVF.  As of the date hereof and with respect to
each Vehicle transfer pursuant to Section 1.04 or 1.06, each
of HGI and HVF represents and warrants as of the date of such transfer as
follows:


 


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


 


(b)  It has all requisite power and
authority to execute, deliver and perform this Agreement and to carry out the
provisions hereof.  Its execution,
delivery and performance of this Agreement have been duly authorized by all
necessary action on its part and requires no action by or in respect of, or
filing with, any Governmental Authority which has not been obtained.


 


(c)  This Agreement has been duly
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with the Agreement’s terms,
except as the same may be limited by (i) applicable bankruptcy, 


 


8

















 


insolvency, reorganization or similar laws affecting the enforcement of
creditors rights and (ii) general principles of equity.


 


(d)  There is no action, suit,
investigation or proceeding pending or, to its knowledge, threatened against it
before any court or arbitrator or Governmental Authority that would materially
adversely effect its financial condition, business, assets or operations or
which in any manner draws into question the validity or enforceability of this
Agreement or any other Related Document or its ability to perform its
obligations under the Related Documents.


 


(e)  The execution, delivery and
performance by it of this Agreement does not contravene, or constitute a
default under, any Requirement of Law with respect to it or any Contractual
Obligation with respect to it or result in the creation or imposition of any
Lien on any property of it (except for Permitted Liens).


 


(f)  Sales made pursuant to this
Agreement are intended to constitute valid sales of New ABS Vehicles and
Transferred Vehicles to the applicable Purchaser and immediately upon transfer
hereunder the applicable Purchaser shall have good title thereto, enforceable
against creditors of, and purchasers from, the applicable Seller.  Neither Seller shall have any remaining
property interest in a New ABS Vehicle or Transferred Vehicle sold to a
Purchaser.


 


(g)  Immediately prior to each transfer
of a New ABS Vehicle or Transferred Vehicle to the Purchaser hereunder, the
applicable Seller had title to such New ABS Vehicle or Transferred Vehicle free
and clear of all Liens and rights of others, except Permitted Liens.


 


(h)  Each sale of a New ABS Vehicle or
Transferred Vehicle by a Seller to a Purchaser pursuant to this Agreement, and
all other transactions between such Seller and such Purchaser, will be made in
good faith and without intent to hinder, delay or defraud creditors of such
Seller or Purchaser.


 


(i)  It has not established and does not
maintain or contribute to any Pension Plan that is covered by Title IV of
ERISA.


 


(j)  It has filed all federal, state and
local tax returns and all other tax returns which, to its knowledge, are
required to be filed (whether informational returns or not), and has paid all
taxes due, if any, pursuant to said returns or pursuant to any assessment
received by it, except such taxes, if any, as are being contested in good faith
and for which adequate reserves have been set aside on its books.  It has paid all fees and expenses required to
be paid by it in connection with the conduct of its business, the maintenance
of its existence and its qualification as a foreign limited liability company
authorized to do business in each state in which it is required to so qualify,
except to the extent that the failure to pay such fees and expenses is not
reasonably likely to result in a Material Adverse Effect.


 


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


 


9

















 


(l)  Both before and after giving effect
to each Purchase by HVF or HGI, as applicable, it is solvent within the meaning
of the Bankruptcy Code and is not the subject of any voluntary or involuntary
case or proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy or insolvency law and no
Event of Bankruptcy has occurred with respect to it.


 


(m)  All of its issued and outstanding
limited liability company interests are owned by Hertz, all of which limited
liability company interests have been validly issued, are fully paid and
non-assessable and are owned of record by Hertz.  In the case of HVF, it has no subsidiaries
and owns no capital stock of, or other equity interest in, any other Person,
other than Hertz Vehicles LLC.


 


(n)  In the case of HVF, (x) other
than the HVF Credit Facility, the Related Documents or any agreement entered
into in connection with the issuance of any Series of Notes pursuant to
the Base Indenture, it is not a party to any contract or agreement of any kind
or nature and (y) it is not subject to any obligations or liabilities of
any kind or nature in favor of any third party, including, without limitation,
Contingent Obligations.  In the case of
HVF, it has not engaged in any activities since its formation (other than those
incidental to its formation, the execution of the Related Documents to which it
is a party and the performance of the activities referred to in or contemplated
by such agreements).


 


(o)  It is not (i) in violation of
the HGI LLC Agreement or HVF LLC Agreement, as applicable, (ii) in
violation of any Requirement of Law or (iii) in violation of any
Contractual Obligation.


 


If the applicable Vehicle transfer involves
an HVF Vehicle, the HVF Segregated Vehicles, the Related Documents relating
solely to such HVF Segregated Vehicles and each related Segregated Series shall
be disregarded for purposes of making the representations set forth in Sections
3.01(f) and (g).  If the
applicable Vehicle transfer involves an HVF Segregated Vehicle, the HVF
Segregated Vehicles constituting Series-Specific Collateral for each other
Segregated Series, the Related Documents relating solely to such other HVF
Segregated Vehicles and each other Segregated Series, the HVF Vehicles, the
Related Documents relating solely to such HVF Vehicles and each related Series of
Notes shall be disregarded for purposes of making representations set forth in Sections
3.01(f) and (g).


 


SECTION 3.02.  Representations of Hertz.  As of the date hereof and with respect to
each Vehicle transfer pursuant to Section 1.04 or 1.06,
Hertz represents and warrants as of the date of such transfer as follows:


 


(a)  It has been duly incorporated and
is validly existing as a corporation in good standing under the laws of the
State of Delaware, with corporate power under the laws of such state to execute
and deliver this Agreement and the other Related Documents to which it is a
party and to perform its obligations hereunder and thereunder, and is duly
qualified and in good standing to do business as a foreign corporation in each
jurisdiction where the character of its properties or the nature of its
business makes such qualification necessary and where the failure to do so
would have a Material Adverse Effect.


 


10














 


(b)  This Agreement has been duly authorized,
executed and delivered on its behalf and, assuming due authorization, execution
and delivery by the other parties thereto, this Agreement is a valid and
legally binding agreement of Hertz.


 


(c)  There is no consent, approval,
authorization, order, registration or qualification of or with any Governmental
Authority having jurisdiction over it which is required for the execution,
delivery and performance of this Agreement (except to the extent that the
failure to obtain such consent, approval, authorization, order, registration or
qualification is not reasonably likely to result in a Material Adverse Effect).


 


(d)  There are no actions, suits,
investigations or proceedings pending or, to its knowledge after reasonable
inquiry, threatened against it before any Governmental Authority which question
the validity or enforceability of this Agreement or any action taken or to be
taken pursuant hereto, or which, if adversely determined, are reasonably likely
to materially impair its ability to perform its obligations under this
Agreement.


 


(e)  Neither it nor any of its properties or
assets are subject to any contract or agreement, any provision of its
certificate of incorporation or by-laws or other restriction, any law, rule,
ruling, regulation or judgment of any country, state, territory or political
subdivision thereof or Governmental Authority which would have a material
adverse effect on its ability to perform its obligations under this Agreement.


 


(f)  Its execution, delivery and performance of
this Agreement will not conflict with or result in a breach of any of the terms
or provisions of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any of its property or
assets pursuant to the terms of any indenture, mortgage, deed of trust, loan
agreement, guarantee, lease financing agreement or other similar agreement or
instrument under which it is a debtor or guarantor (except to the extent that
such conflict, breach, creation or imposition is not reasonably likely to
result in a Material Adverse Effect) nor will such action result in a violation
of any provision of applicable law or regulation (except to the extent that
such violation is not reasonably likely to result in a Material Adverse Effect)
or of the provisions of its certificate of incorporation or by-laws.


 


ARTICLE
4


 


COVENANTS


 


SECTION 4.01.  Covenants of the Parties.


 


(a)  Compliance with Laws, etc.  Each of HGI, HVF and Hertz will comply in all
material respects with all Requirements of Law and all applicable laws, rules,
regulations and requirements of Governmental Authorities except where the
necessity of compliance therewith is contested in good faith by appropriate
proceedings and where such noncompliance would not materially and adversely
affect its business, financial condition, operations or properties or its
ability to perform its obligations under the Related Documents to which it is a
party.


 


11

















 


(b)  Notice of Proceedings.  Promptly upon becoming aware thereof, each of
HGI, HVF and Hertz agrees to give the other parties to this Agreement, the
Trustee and the Collateral Agent written notice of the commencement or
existence of any proceeding by or before any Governmental Authority against or
affecting it which is reasonably likely to have a material adverse effect on
its financial condition, business, assets or operations or its ability to
perform its obligations under the Related Documents to which it is a party.


 


(c)  Further Assurances.  Each of HGI, HVF and Hertz agrees from time
to time, at its expense, promptly to execute and deliver all further
instruments and documents, and to take all further reasonable actions (other
than re-titling HVF Vehicles or HGI Vehicles to reflect a titleholder other
than the Nominee) that may be reasonably necessary or desirable, or that a
Purchaser or its assignee may reasonably request, to perfect, protect, or more
fully evidence the sale of New ABS Vehicles and Transferred Vehicles under this
Agreement, or to enable a party to this Agreement or its assignee to exercise
and enforce its respective rights and remedies under this Agreement.


 


(d)  Separate Conduct of Business.


 


(i)  Each of HVF and Hertz agree that HVF
will:  (i) at all times maintain at
least two Independent Directors; (ii) to the extent that it will require
an office to conduct its business, conduct its business from an office separate
from that of Hertz or any of Hertz’s other Affiliates; (iii) maintain
separate corporate records and books of account from those of Hertz or any of
Hertz’s other Affiliates; (iv) ensure that all substantive communications,
including without limitation, letters, invoices, purchase orders, contracts,
statements and applications, will be made solely in its own name; (v) not
hold itself out as having agreed to pay, or as being liable for, the
obligations of Hertz or any of Hertz’s other Affiliates ; (vi) continuously
maintain as official records the resolutions, agreements and other instruments
underlying the transactions contemplated by this Agreement; (vii) not
engage in any transaction with Hertz or any of Hertz’s other Affiliates except
as contemplated by this Agreement or the other Related Documents or as
permitted by this Agreement or the other Related Documents; and (viii) prepare
its annual financial statements in a manner that is wholly consistent with the
conclusion that the assets of Hertz or any of Hertz’s other Affiliates are not
available to pay its creditors.


 


(ii)  Hertz agrees that it will (i) conduct
its business from an office separate from that of HVF, should HVF require an
office to conduct its business; (ii) maintain separate corporate records
and books of account from those of HVF; (iii) ensure that all substantive
communications, including without limitation, letters, invoices, purchase
orders, contracts, statements and applications, will be made solely in its own
name, except as contemplated in this Agreement or the Related Documents or as
permitted by this Agreement or the other Related Documents; (iv) not hold
itself out as having agreed to pay, or as being liable for, the obligations of
HVF; (v) continuously maintain as official records the resolutions,
agreements and other instruments underlying the transactions contemplated by
this Agreement; (vi) not engage in any transaction with HVF except as
contemplated by this Agreement or the other Related Documents or as permitted
by this Agreement or the other Related Documents; and (vii) prepare its
annual financial statements in accordance with GAAP.


 


12

















 


(e)  Maintenance of Separate Existence.  Each of HGI and HVF acknowledges its receipt
of a copy of that certain opinion letter issued by Weil, Gotshal & Manges
dated September 18, 2009 addressing the issue of substantive consolidation
as it may relate to each of Hertz, HFF, Hertz Vehicles LLC and HVF.  HGI and HVF hereby agree to maintain in place
all policies and procedures in all material respects, and take and continue to
take all action, described in the factual assumptions set forth in such opinion
letter and relating to such Person, except as may be confirmed as not required
in a subsequent or supplemental opinion of Weil, Gotshal & Manges
addressing the issue of substantive consolidation as it may relate to each of
Hertz, Hertz Vehicles LLC, HVF and HFF.


 


(f)  Notice of Event of Termination.  Each of HGI, HVF and Hertz agrees that
promptly upon becoming aware of any Event of Termination or any event which,
with the giving of notice, the passage of time or both, would constitute an
Event of Termination, it will furnish notice of such Event of Termination to
the Trustee, the Collateral Agent (and, if such HVF Segregated Vehicle
Termination Event relates to HVF Segregated Vehicles pledged as Series-Specific
Collateral for any Segregated Non-Collateral Agency Series, the collateral
agent with respect to such related Segregated Series) and each of the other
parties to this Agreement.


 


(g)  New Vehicle Schedules, Rejected Vehicle
Schedules and Transferred Vehicle Schedules.  Hertz, as Servicer, shall deliver New Vehicle
Schedules with respect to New HVF Vehicles, Rejected Vehicle Schedules with
respect to New HVF Vehicles and Transferred Vehicle Schedules with respect to
New HVF Vehicles to HGI, HVF, the Nominee, the Collateral Agent and the Trustee
in accordance with Sections 1.04 and 1.06, and the information
contained in such New Vehicle Schedules, Rejected Vehicle Schedules and
Transferred Vehicle Schedules shall be correct in all material respects at the
time of their delivery.  Hertz, as
Servicer, shall deliver New Vehicle Schedules with respect to New HVF
Segregated Vehicles, Rejected Vehicle Schedules with respect to New HVF
Segregated Vehicles and Transferred Vehicle Schedules with respect to New HVF
Segregated Vehicles to HGI, HVF, the Nominee, the Collateral Agent (or, if such
schedules relate to HVF Segregated Vehicles pledged as Series-Specific
Collateral for any Segregated Non-Collateral Agency Series, the collateral
agent with respect to such related Segregated Series), and the Trustee in
accordance with Sections 1.04 and 1.06, and the information
contained in such New Vehicle Schedules, Rejected Vehicle Schedules and
Transferred Vehicle Schedules shall be correct in all material respects at the
time of their delivery


 


(h)  Titling and Liening of Vehicles.  Hertz, as Servicer, shall, subject to the
terms of the Nominee Agreement, title each Vehicle (other than any HVF
Segregated Vehicle constituting Series-Specific Collateral for any Segregated
Non-Nominee Series) in the name of the Nominee, unless and until it is directed
to do otherwise in accordance with the Nominee Agreement.  Hertz shall title each HVF Segregated Vehicle
pledged as Series-Specific Collateral for any Segregated Non-Nominee Series in
the name of the nominee with respect to the related Segregated Non-Nominee
Series, unless it is directed to do otherwise in accordance with the related
nominee agreement or Series Supplement. 
Hertz, as Servicer, shall, subject to the terms of the Collateral Agency
Agreement, note the lien of the Collateral Agent on the Certificate of Title of
each Vehicle, unless and until it is 


 


13

















 


directed to do otherwise in accordance with the Collateral Agency
Agreement.  Hertz, as Servicer, shall,
subject to the terms of the collateral agency agreement or any similar
agreement relating to a Segregated Non-Collateral Agency Series, Collateral
Agent note the lien of the collateral agent with respect to such Segregated
Non-Collateral Agency Series on the Certificate of Title of each such
Vehicle pledged as Series-Specific Collateral with respect to such Segregated
Series.


 


(i)  HGI further agrees that:


 


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


 


(ii) 
Conduct of Business and Maintenance of Existence.  It will maintain its existence as a limited
liability company, validly existing and in good standing under the laws of the
State of Delaware and duly qualified as a foreign limited liability company
licensed under the laws of each state in which the failure to so qualify would
have a material adverse effect on its business, financial condition, results of
operations or properties or its ability to perform its obligations under the
Related Documents to which it is a party or which qualification shall be
necessary to protect the validity and enforceability of this Agreement.


 


(iii) 
Books and Records.  It will keep
proper books of record and accounts in which full, true and correct entries
shall be made of all its dealings and transactions, business and activities in
accordance with GAAP.


 


(iv) 
No ERISA Plan.  It will not establish
or maintain or contribute to any Pension Plan that is covered by Title IV
of ERISA.


 


(v) 
Mergers.  It will not merge or
consolidate with or into any other Person.


 


(vi) 
Dividends, Officers’ Compensation, etc. 
It will not declare or pay any distributions on any of its limited
liability company interests except to the extent permitted under Section 18-607
of the Delaware Limited Liability Company Act.


 


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


 


14

















 


ARTICLE
5


 


SERVICER;
MASTER EXCHANGE AGREEMENT


 


SECTION 5.01. 
Hertz Acting as Servicer. 
The parties to this Agreement acknowledge and agree that Hertz has
agreed to act on behalf of each of HGI and HVF as Servicer pursuant to the
Leases, and, as Servicer, has agreed to perform certain duties of each of HGI
and HVF under this Agreement and the other Related Documents.


 


SECTION 5.02.  Master Exchange Agreement.  The parties to this Agreement acknowledge and
agree that any action to be taken by HVF or HGI pursuant to this Agreement
(including, but not limited to, the payment or receipt of any amounts) may be
taken by the Intermediary to the extent provided for in the Master Exchange
Agreement.  Servicer agrees, to the
extent requested by HGI or HVF, to cooperate with HVF or HGI, as applicable, in
effecting any such actions pursuant to, and in accordance with, the terms of
the Master Exchange Agreement.


 


ARTICLE
6


 


EVENTS
OF TERMINATION


 


SECTION 6.01. 
Events of Termination.  If
any of the following events (each an “Event of Termination”) shall occur
and be continuing:


 


(a)  A Purchaser shall fail to make any payment
required under Section 1.05 or 1.07 for five Business Days;
or


 


(b)  Any representation or warranty made by
Hertz, HGI or HVF under this Agreement or any written information or report
(including, without limitation, any New Vehicle Schedule, Rejected Vehicle
Schedule or Transferred Vehicle Schedule) delivered by the Servicer pursuant to
this Agreement shall prove to have been incorrect or untrue in any material respect
when made or delivered and such condition, to the extent it is capable of being
remedied, shall remain unremedied for 10 days; or


 


(c)  Hertz, HGI or HVF shall fail to perform or
observe in any material respect any other term, covenant or agreement contained
in this Agreement on its part to be performed or observed and any such failure
shall remain unremedied for 10 days after the earlier of the date that
written notice thereof shall have been given to Hertz, HGI, HVF, the Trustee,
the Collateral Agent or the collateral agent with respect to a Segregated
Non-Collateral Agency Series, and the date that Hertz, HGI or HVF has actual
knowledge thereof; or


 


(d)  A Liquidation Event of Default occurs; or


 


(e)  Any purchase of New ABS Vehicles, Rejected
Vehicles or Transferred Vehicles hereunder shall for any reason cease to
transfer valid ownership of such New ABS Vehicles, Rejected Vehicles or
Transferred Vehicles to the Purchaser thereof free and clear of any Lien other
than Permitted Liens; or


 


15

















 


(f)  An Event of Bankruptcy occurs with respect
to Hertz or a Seller; or


 


(g)  A Servicer Default occurs; or


 


(h)  With respect to the HVF Vehicles, an
Amortization Event occurs, and with respect to the HVF Segregated Vehicles that
constitute Series-Specific Collateral for any Segregated Series, an
Amortization Event occurs with respect to such Segregated Series;


 


then, and in any such event, each of HGI and HVF will no longer be
obligated to buy or sell vehicles under this Agreement.


 


ARTICLE
7


 


INDEMNIFICATION


 


SECTION 7.01. 
Indemnification.  The
parties agree that the arrangements set forth in this Agreement are covered by
the Indemnification Agreement. In addition, (a) Hertz hereby indemnifies
and holds harmless HGI, HVF, the Trustee and the Collateral Agent for any or
all damages, claims, demands, losses, liabilities and related costs or expenses
(“Losses”) arising out of or resulting from (including reasonable costs
of investigation and attorney’s fees and expenses) (i) any actions or
failures to act in connection with this Agreement, including providing notices
pursuant to Sections 1.04 and 1.06, ordering Vehicles pursuant to
Section 1.02, and facilitating payment for Vehicles pursuant to Sections
1.03, 1.05 and 1.07 or (ii) the failure of any
representation or warranty or statement made by Hertz (or any of its officers)
under or in connection with this Agreement or in any certificate, report,
schedule or notice delivered pursuant hereto to be true and correct when made
or deemed made; and (b) HGI hereby indemnifies and holds harmless HVF for
any and all Losses arising out of or resulting from (including reasonable costs
of negotiation and attorney’s fees and expenses) any actions of a Qualified
Intermediary on behalf of HGI in connection with the Master Exchange
Agreement.  The provisions of this
indemnity shall run directly to, and be enforceable by, an injured party and
shall survive the termination of this Agreement.


 


ARTICLE
8


 


MISCELLANEOUS


 


SECTION 8.01. 
No Third Party Beneficiaries. 
This Agreement will not confer any rights or remedies upon any Person
other than the parties hereto, the Trustee, the Collateral Agent and their
respective successors and permitted assigns.


 


SECTION 8.02. 
Entire Agreement.  This
Agreement and the other agreements specifically referenced herein constitute
the entire agreement among the parties hereto and supersede any prior
understandings, agreements, or representations by or among the parties hereto,
written or oral, to the extent they related in any way to the subject matter
hereof.


 


16














 


SECTION 8.03. 
Succession and Assignment. 
This Agreement will be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.  Under the Indenture, HVF will assign its
rights under this Agreement to the Trustee (for the benefit of the holders of
the applicable Indenture Notes); the parties hereto may not otherwise assign
either this Agreement or any of their respective rights, interest, or
obligations hereunder without the prior written approval of the other parties
and the satisfaction of the Rating Agency Condition with respect to each Series of
Indenture Notes Outstanding.


 


SECTION 8.04. 
Counterparts.  This
Agreement may be executed in separate counterparts, each of which will be
deemed an original but all of which together will constitute one and the same
instrument.


 


SECTION 8.05. 
Headings.  The section
headings contained in this Agreement are inserted for convenience only and will
not affect in any way the meaning or interpretation of this Agreement.


 


SECTION 8.06. 
Notices.  All notices,
requests, demands, claims and other communications hereunder will be in
writing.  Any notice, request demand,
claim, or other communication hereunder will be deemed duly given if (and then
two Business Days after) it is sent by registered or certified mail, return
receipt requested, postage prepaid, and addressed to the intended recipient as
set forth below:


 


If to Hertz, HGI or HVF:

225 Brae Boulevard

Park Ridge, NJ 07656

Attention:  Treasury Department

Telephone no. (201) 307-2000

Facsimile no. (201) 307-2746


 


If to the Trustee:


 


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

2 North LaSalle Street, Suite 1020

Chicago, IL  60602

Attention:  Corporate Trust
Administration — Structured Finance

Telephone no. (312) 827-8569

Facsimile no. (312) 827-8562


 


If to the Collateral Agent:


 


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

2 North LaSalle Street, Suite 1020

Chicago, IL  60602

Attention:   Corporate Trust
Administration — Structured Finance

Telephone no. (312) 827-8569

Facsimile no. (312) 827-8562


 


17

















 


Any party hereto may give any notice,
request, demand, claim, or other communication hereunder using any other means
(including personal delivery, expedited courier, messenger service, telecopy,
telex, ordinary mail, or electronic mail), but no such notice, request, demand,
claim, or other communication will be deemed to have been duly given unless and
until it actually is received by the intended recipient.  Any party hereto may change the address to
which notices, requests, demands, claims and other communications  hereunder are to be delivered by giving the
other parties notice in the manner herein as set forth.


 


SECTION 8.07. 
Governing Law.  THIS
AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC
LAWS OF THE STATE OF NEW YORK.


 


SECTION 8.08. 
Amendments and Waivers.  No
amendment of any provision of this Agreement will be valid unless the same will
be in writing and signed by each of the parties hereto and the Rating Agency
Condition with respect to each Series of Indenture Notes Outstanding shall
have been satisfied with respect thereto. 
No waiver by any party hereto of any default, misrepresentation, or
breach of warranty or covenant hereunder, whether intentional or not, will be
deemed to extend to any prior or subsequent default, misrepresentation, or
breach of warranty or covenant hereunder or affect in any way any rights
arising by virtue of any prior or subsequent such occurrence.


 


SECTION 8.09. 
Severability.  Any term or
provision of this Agreement that is invalid or unenforceable in any situation
in any jurisdiction will not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other
jurisdiction.


 


SECTION 8.10. 
Construction.  The language
used in this Agreement will be deemed to be the language chosen by the parties
hereto to express their mutual intent, and no rule of strict construction
will be applied against any party.


 


SECTION 8.11. 
Nonpetition Covenants. 
Each of HVF, HGI and Hertz hereby covenants and agrees that, prior to
the date which is one year and one day after the payment in full of all of the
Indenture Notes, it will not institute against, or join with, encourage or
cooperate with any other Person in instituting against, HVF, HGI or the
Intermediary any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or other similar proceeding under the laws of the
United States or any state of the United States. The provisions of this Section 8.11
shall survive the termination of this Agreement.


 


SECTION 8.12. 
Fee.  As compensation for
the services rendered by HGI to HVF pursuant to this Agreement, HVF shall pay
to HGI a fee of $5,000 per month which shall be payable on the Payment Date.


 


18

















 


IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement as of the date first above written.


 


	
   

  	
  THE
  HERTZ CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott Massengill

  
	
   

  	
   

  	
  Scott
  Massengill

  
	
   

  	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  HERTZ
  GENERAL INTEREST LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott Massengill

  
	
   

  	
   

  	
  Scott
  Massengill

  
	
   

  	
   

  	
  Vice
  President & Treasurer

  
	
   

  	
   

  
	
   

  	
  HERTZ
  VEHICLE FINANCING LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott Massengill

  
	
   

  	
   

  	
  Scott Massengill

  
	
   

  	
   

  	
  Vice President &
  Treasurer 

  



 


19

















 


EXHIBIT
A


 


New Vehicle Schedule


 


Owner (HGI or HVF)

Segregated Series to Which Vehicle Relates (if applicable) 

VIN

Manufacturer

Model Year and Make

Program/Non-Program

Drop Location/ Owning Area

Date of Original Purchase

Capitalized Cost

Effective Date of Sale to HVF (if applicable)

Vehicle Operating Lease Commencement Date


 


20

















 


EXHIBIT B


 


Rejected Vehicle Schedule


 


Segregated Series to Which Vehicle Relates (if
applicable) 

VIN

Manufacturer

Model Year and Make

Program/Non-Program

Drop Location/ Owning Area

Date of Original Purchase

Capitalized Cost

Effective Date of Sale to HVF

Date of Rejection by Lessee

Proposed Effective Date of Repurchase by HGI


 


21

















 


EXHIBIT C


 


Transferred Vehicle Schedule


 


Owner (HGI or HVF)

Segregated Series to Which Vehicle Relates (if applicable) 

VIN

Inventory Unit Number

Manufacturer

Model Year and Make

Program/Non-Program

Drop Location/ Owning Area

Transfer Price

Date of Original Purchase

In-Service Date

Effective Date of Transfer

Vehicle Operating Lease Commencement Date


 


22