Exhibit 4.9.28


 


EXECUTION VERSION


 




 





SERIES
2009-1 NOTE PURCHASE AGREEMENT


 


(SERIES
2009-1 VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTES)


 


dated
as of September 18, 2009,


 


among


 


HERTZ
VEHICLE FINANCING LLC,


 


THE
HERTZ CORPORATION,


as
Administrator,


 


CERTAIN
CONDUIT INVESTORS,


each
as a Conduit Investor,


 


CERTAIN
FINANCIAL INSTITUTIONS,


each
as a Committed Note Purchaser,


 


CERTAIN
FUNDING AGENTS,


 


and


 


DEUTSCHE
BANK AG, NEW YORK BRANCH,


as
Administrative Agent




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE
  I DEFINITIONS

  	
  2

  
	
  SECTION 1.01

  	
  Definitions

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II PURCHASE AND SALE OF SERIES 2009-1 NOTES

  	
  11

  
	
  SECTION 2.01

  	
  The
  Initial Note Purchase

  	
  11

  
	
  SECTION 2.02

  	
  Advances

  	
  11

  
	
  SECTION 2.03

  	
  Borrowing
  Procedures

  	
  12

  
	
  SECTION 2.04

  	
  The
  Series 2009-1 Notes

  	
  13

  
	
  SECTION 2.05

  	
  Commitment
  Terms

  	
  14

  
	
  SECTION 2.06

  	
  Selection
  of Interest Rates

  	
  14

  
	
  SECTION 2.07

  	
  Reduction
  in Commitment Amount

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III INTEREST AND FEES

  	
  14

  
	
  SECTION 3.01

  	
  Interest

  	
  14

  
	
  SECTION 3.02

  	
  Fees

  	
  15

  
	
  SECTION 3.03

  	
  Eurodollar
  Lending Unlawful

  	
  16

  
	
  SECTION 3.04

  	
  Deposits
  Unavailable

  	
  16

  
	
  SECTION 3.05

  	
  Increased
  or Reduced Costs, etc.

  	
  17

  
	
  SECTION 3.06

  	
  Funding
  Losses

  	
  17

  
	
  SECTION 3.07

  	
  Increased
  Capital Costs

  	
  18

  
	
  SECTION 3.08

  	
  Taxes

  	
  18

  
	
  SECTION 3.09

  	
  Indenture
  Carrying Charges; Survival

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV OTHER PAYMENT TERMS

  	
  20

  
	
  SECTION 4.01

  	
  Time
  and Method of Payment

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V THE ADMINISTRATIVE AGENT AND THE FUNDING AGENTS

  	
  20

  
	
  SECTION 5.01

  	
  Authorization
  and Action of the Administrative Agent

  	
  20

  
	
  SECTION 5.02

  	
  Delegation
  of Duties

  	
  21

  
	
  SECTION 5.03

  	
  Exculpatory
  Provisions

  	
  21

  
	
  SECTION 5.04

  	
  Reliance

  	
  21

  
	
  SECTION 5.05

  	
  Non-Reliance
  on the Administrative Agent and Other Purchasers

  	
  22

  
	
  SECTION 5.06

  	
  The
  Administrative Agent in its Individual Capacity

  	
  22

  
	
  SECTION 5.07

  	
  Successor
  Administrative Agent

  	
  22

  
	
  SECTION 5.08

  	
  Authorization
  and Action of Funding Agents

  	
  22

  
	
  SECTION 5.09

  	
  Delegation
  of Duties

  	
  23

  
	
  SECTION 5.10

  	
  Exculpatory
  Provisions

  	
  23

  
	
  SECTION 5.11

  	
  Reliance

  	
  23

  
	
  SECTION 5.12

  	
  Non-Reliance
  on the Funding Agent and Other Purchasers

  	
  24

  



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 5.13

  	
  The
  Funding Agent in its Individual Capacity

  	
  24

  
	
  SECTION 5.14

  	
  Successor
  Funding Agent

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI REPRESENTATIONS AND WARRANTIES

  	
  25

  
	
  SECTION 6.01

  	
  HVF

  	
  25

  
	
  SECTION 6.02

  	
  Administrator

  	
  25

  
	
  SECTION 6.03

  	
  Conduit
  Investors

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII CONDITIONS

  	
  28

  
	
  SECTION 7.01

  	
  Conditions
  to Issuance

  	
  28

  
	
  SECTION 7.02

  	
  Conditions
  to Initial Borrowing

  	
  29

  
	
  SECTION 7.03

  	
  Conditions
  to Each Borrowing

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII COVENANTS

  	
  30

  
	
  SECTION 8.01

  	
  Covenants

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX MISCELLANEOUS PROVISIONS

  	
  35

  
	
  SECTION 9.01

  	
  Amendments

  	
  35

  
	
  SECTION 9.02

  	
  No
  Waiver; Remedies

  	
  36

  
	
  SECTION 9.03

  	
  Binding
  on Successors and Assigns

  	
  37

  
	
  SECTION 9.04

  	
  Survival
  of Agreement

  	
  38

  
	
  SECTION 9.05

  	
  Payment
  of Costs and Expenses; Indemnification

  	
  38

  
	
  SECTION 9.06

  	
  Characterization
  as Related Document; Entire Agreement

  	
  41

  
	
  SECTION 9.07

  	
  Notices

  	
  41

  
	
  SECTION 9.08

  	
  Severability
  of Provisions

  	
  41

  
	
  SECTION 9.09

  	
  Tax
  Characterization

  	
  42

  
	
  SECTION 9.10

  	
  No
  Proceedings; Limited Recourse

  	
  42

  
	
  SECTION 9.11

  	
  Confidentiality

  	
  43

  
	
  SECTION 9.12

  	
  Governing
  Law

  	
  44

  
	
  SECTION 9.13

  	
  Jurisdiction

  	
  44

  
	
  SECTION 9.14

  	
  Waiver
  of Jury Trial

  	
  44

  
	
  SECTION 9.15

  	
  Counterparts

  	
  45

  
	
  SECTION 9.16

  	
  Additional
  Investor Groups

  	
  45

  
	
  SECTION 9.17

  	
  Assignment

  	
  45

  



 


ii

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  
	
   

  
	
  SCHEDULE
  I

  	
  List
  of Conduit Investors and Committed Note Purchasers

  	
   

  
	
  EXHIBIT
  A

  	
  Form of
  Advance Request

  	
   

  
	
  EXHIBIT
  B

  	
  Form of
  Assignment and Assumption Agreement

  	
   

  
	
  EXHIBIT
  C

  	
  Form of
  Investor Group Supplement

  	
   

  
	
  EXHIBIT
  D

  	
  Form of
  Addendum

  	
   

  
	
  EXHIBIT
  E

  	
  Fleet
  Report

  	
   

  



 


iii

















 


SERIES 2009-1 NOTE PURCHASE AGREEMENT


 


THIS SERIES 2009-1 NOTE PURCHASE AGREEMENT, dated as of September 18,
2009 (as amended, supplemented, restated or otherwise modified from time to
time in accordance with the terms hereof, this “Agreement”), is made
among HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”),
THE HERTZ CORPORATION, a Delaware corporation (“Hertz” or the “Administrator”),
the several commercial paper conduits listed on Schedule I and their
respective permitted successors and assigns (the “Conduit Investors”;
each, individually, a “Conduit Investor”), the several financial
institutions that serve as committed note purchasers set forth on Schedule I
hereto and the other financial institutions parties hereto pursuant to Section 9.17
(each a “Committed Note Purchaser”), the financial institution set forth
opposite the name of each Conduit Investor, or if there is no Conduit Investor
with respect to any Investor Group, the Committed Note Purchaser with respect
to such Investor Group, on Schedule I hereto and its permitted successor
and assign (the “Funding Agent” with respect to such Conduit Investor or
Committed Note Purchaser) DEUTSCHE BANK AG, NEW YORK BRANCH, in its capacity as
administrative agent for the Conduit Investors, the Committed Note Purchasers
and the Funding Agents (the “Administrative Agent”).


 


BACKGROUND


 


1.                                       Contemporaneously
with the execution and delivery of this Agreement, HVF, as issuer, and The Bank
of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York
Trust Company, N.A.), an Illinois trust company, as trustee (together with its
successors in trust thereunder as provided in the Base Indenture referred to
below, the “Trustee”) and as Securities Intermediary, entered into the Series 2009-1
Supplement, of even date therewith (as the same may be further amended,
supplemented, restated or otherwise modified from time to time in accordance
with the terms thereof, the “Series 2009-1 Supplement”), to the
Third Amended and Restated Base Indenture, dated as of September 18, 2009
(as the same may be amended, supplemented, restated or otherwise modified from
time to time in accordance with the terms thereof, the “Base Indenture”
and, together with the Series 2009-1 Supplement, the “Indenture”),
between HVF and the Trustee, pursuant to which HVF issued one or more Series 2009-1
Variable Funding Rental Car Asset Backed Notes (the “Series 2009-1
Notes”).


 


2.                                       HVF wishes to
issue the Series 2009-1 Notes in favor of the Conduit Investors, or if
there is no Conduit Investor with respect to any Investor Group, the Committed
Note Purchaser with respect to such Investor Group, and obtain the agreement of
the Conduit Investors or the Committed Note Purchasers, as applicable, to make
loans from time to time (each, an “Advance”) for the purchase of Series 2009-1
Principal Amounts, all of which Advances (including the Initial Advance) will
constitute Increases, and all of which Advances (including the Initial Advance)
will be evidenced by the Series 2009-1 Notes purchased in connection
herewith and will constitute purchases of Series 2009-1 Principal Amounts
corresponding to the amount of such Advances. 
Subject to the terms and conditions of this Agreement, each Conduit
Investor 


 

















 


may
make Advances from time to time and each Committed Note Purchaser is willing to
commit to make Advances from time to time, to fund purchases of Series 2009-1
Principal Amounts in an aggregate outstanding amount up to the Maximum Investor
Group Principal Amount for the related Investor Group until the commencement of
the Series 2009-1 Controlled Amortization Period, or, if earlier, the
commencement of the Series 2009-1 Rapid Amortization Period.  Hertz has joined in this Agreement to confirm
certain representations, warranties and covenants made by it as Administrator
for the benefit of each Conduit Investor and each Committed Note Purchaser.


 


ARTICLE I


DEFINITIONS


 


SECTION 1.01   Definitions.  As used in this Agreement and unless the
context requires a different meaning, capitalized terms used but not defined
herein (including the preamble and the recitals hereto) shall have the meanings
assigned to such terms in Article 1 of the Series 2009-1 Supplement
or, if not defined therein, the meanings assigned to such terms in the
Definitions List attached to the Base Indenture as Schedule I, as
applicable.  For the avoidance of doubt,
to the extent any capitalized term defined herein also has a meaning assigned
to such term in the Definitions List attached to the Base Indenture, the
meaning given to such term herein shall apply. 
In addition, the following terms shall have the following meanings 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:


 


“Acquiring Committed Note
Purchaser” has the meaning set forth in Section 9.17(a).


 


“Acquiring Investor Group”
has the meaning set forth in Section 9.17(c).


 


“Addendum” means an
Addendum substantially in the form of Exhibit D.


 


“Additional Investor
Group” means, collectively, a Conduit Investor, if any, and the Committed
Note Purchaser(s) with respect to such Conduit Investor or, if there is no
Conduit Investor with respect to any Investor Group the Committed Note
Purchaser(s) with respect to such Investor Group, in each case, that
becomes party hereto as of any date after the Series 2009-1 Closing Date
pursuant to Section 9.16 in connection with an increase in the Series 2009-1
Maximum Principal Amount; provided that, for the avoidance of doubt, an
Investor Group that is both an Additional Investor Group and an Acquiring
Investor Group shall be deemed to be an Additional Investor Group solely in
connection with, and to the extent of, the commitment of such Investor Group
that increases the Series 2009-1 Maximum Principal Amount when such
Additional Investor Group becomes a party hereto and Additional Series 2009-1
Notes are issued pursuant to Sections 2.1 and 5.1 of the Series 2009-1
Supplement, and references herein to such an Investor Group as an “Additional
Investor Group” shall not include the commitment of such Investor Group as an
Acquiring Investor Group (the Maximum Investor Group Principal Amount of any
such “Additional Investor Group” shall not include any portion of the Maximum
Investor Group Principal Amount of such Investor Group acquired


 


2

















 


pursuant
to an assignment to such Investor Group as an Acquiring Investor Group, whereas
references to the Maximum Investor Group Principal Amount of such “Investor
Group” shall include the entire Maximum Investor Group Principal Amount of such
Investor Group as both as Additional Investor Group and an Acquiring Investor
Group).


 


“Additional Investor
Group Initial Principal Amount” means, with respect to each Additional
Investor Group on the date such Additional Investor Group becomes a party
hereto, the initial principal amount on such date of the Series 2009-1
Notes issued to such Additional Investor Group, which shall be an amount equal
to such Additional Investor Group’s Commitment Percentage of the principal
amount of outstanding Series 2009-1 Notes as of such date (after giving
effect to the issuance of such Additional Investor Group’s Series 2009-1
Notes).


 


“Administrative Agent Fee”
has the meaning set forth in the Administrative Agent Fee Letter.


 


“Administrative Agent Fee
Letter” means that certain fee letter, dated as of the date hereof, between
the Administrative Agent and HVF setting forth the definition of Administrative
Agent Fee.


 


“Advance” has the
meaning set forth in paragraph 2 of the recitals hereto.


 


“Advance Request” has
the meaning set forth in Section 7.03(c).


 


“Affected Person” has
the meaning set forth in Section 3.05.


 


“Aggregate Unpaids”
has the meaning set forth in Section 5.01.


 


“Assignment and
Assumption Agreement” means an Assignment and Assumption Agreement substantially
in the form of Exhibit B.


 


“Borrowing” has the
meaning set forth in Section 2.02(c).


 


“Borrowing Deficit”
has the meaning set forth in Section 2.03(b).


 


“Change in Law” means
(a) any law, rule or regulation or any change therein or in the
interpretation or application thereof (whether or not having the force of law),
in each case, adopted, issued or occurring after the Series 2009-1 Closing
Date or (b) any request, guideline or directive (whether or not having the
force of law) from any government or political subdivision or agency,
authority, bureau, central bank, commission, department or instrumentality
thereof, or any court, tribunal, grand jury or arbitrator, or any accounting
board or authority (whether or not part of government) which is responsible for
the establishment or interpretation of national or international accounting
principles, in each case, whether foreign or domestic (each an “Official
Body”) charged with the administration, interpretation or application
thereof, or the compliance with any request or directive of any Official Body
(whether or not having the force of law) made, issued or occurring after the Series 2009-1
Closing Date.


 


3

















 


“Commitment” means,
the obligation of the Committed Note Purchasers included in each Investor Group
to fund Advances pursuant to Section 2.02(a) in an aggregate
stated amount up to the Maximum Investor Group Principal Amount for such
Investor Group.


 


“Commitment Amount”
means, as to each Conduit Investor or Committed Note Purchaser, the Maximum
Investor Group Principal Amount with respect to the Investor Group of which
such Conduit Investor or Committed Note Purchaser is a part.


 


“Commitment Percentage”
means, on any date of determination, with respect to any Investor Group, the
ratio, expressed as a percentage, which such Investor Group’s Maximum Investor
Group Principal Amount bears to the Series 2009-1 Maximum Principal Amount
on such date.


 


“Committed Note Purchaser”
has the meaning set forth in the recitals hereto.


 


“Committed Note Purchaser
Percentage” means, with respect to any Committed Note Purchaser, the
percentage set forth opposite the name of such Committed Note Purchaser on Schedule
I.


 


“Conduit Assignee”
means, with respect to any Conduit Investor, any commercial paper conduit,
whose commercial paper has ratings of at least “A-2” from Standard &
Poor’s and “P2” from Moody’s, that is administered by the Funding Agent with
respect to such Conduit Investor or any Affiliate of such Funding Agent, in
each case, designated by such Funding Agent to accept an assignment from such
Conduit Investor of the Investor Group Principal Amount or a portion thereof
with respect to such Conduit Investor pursuant to Section 9.17(b).


 


“Conduit Investors”
has the meaning set forth in the recitals hereto.


 


“Confidential Information”
for purposes of this Agreement, has the meaning set forth in Section 9.11.


 


“CP Rate” means, with
respect to each Conduit Investor (i) for any day during any Series 2009-1
Interest Period funded by a Conduit Investor set forth in Schedule I
hereto or any other Conduit Investor that elects in its Assignment and
Assumption Agreement to make this clause (i) applicable
(collectively, the “Conduits”), the per annum rate equivalent to the
weighted average of the per annum rates paid or payable by such Conduits from
time to time as interest on or otherwise (by means of interest rate hedges or
otherwise taking into consideration any incremental carrying costs associated
with short term promissory notes issued by such Conduits maturing on dates
other than those certain dates on which such Conduits are to receive funds) in
respect of the promissory notes issued by such Conduits that are allocated in
whole or in part by their respective Funding Agent (on behalf of such Conduits)
to fund or maintain the Series 2009-1 Principal Amount or that are issued
by such Conduits specifically to fund or maintain the Series 2009-1
Principal Amount, in each case, during such period, as determined by their
respective Funding Agent (on behalf of such Conduits), including (x)


 


4

















 


the
commissions of placement agents and dealers in respect of such promissory
notes, to the extent such commissions are allocated, in whole or in part, to
such promissory notes by the related Committed Note Purchasers (on behalf of
such Conduits), (y) all reasonable costs and expenses of any issuing and
paying agent or other person responsible for the administration of such
Conduits’ commercial paper programs in connection with the preparation,
completion, issuance, delivery or payment of Series 2009-1 Commercial
Paper, and (z) the costs of other borrowings by such Conduits including,
without limitation, borrowings to fund small or odd dollar amounts that are not
easily accommodated in the commercial paper market; provided, however,
that if any component of such rate is a discount rate, in calculating the CP
Rate, the respective Funding Agent for such Conduits shall for such component
use the rate resulting from converting such discount rate to an interest
bearing equivalent rate per annum and (ii) for any Series 2009-1
Interest Period for any portion of the Commitment of the related Investor Group
funded by any other Conduit Investor, the “CP Rate” applicable to such Conduit
Investor as set forth in its Assignment and Assumption Agreement.


 


“Domestic Office”
means, the office of the related Funding Agent designated as such below its
name on the signature page hereof, if any, or such other office of such
Funding Agent as designated from time to time by written notice from such
Funding Agent to HVF, inside the United States, which shall be making or
maintaining Advances other than Eurodollar Advances of the Committed Note
Purchasers in its Investor Group hereunder.


 


“Eurodollar Advance”
means, an Advance which bears interest at all times during the Eurodollar
Interest Period applicable thereto at a fixed rate of interest determined by
reference to the Eurodollar Rate (Reserve Adjusted).


 


“Eurodollar Interest
Period” means, with respect to any Eurodollar Advance, (a) initially,
the period commencing on and including the date of such Eurodollar Advance and
ending on but excluding the next Payment Date and (b) for each period
thereafter, the period commencing on and including the Payment Date on which
the immediately preceeding Eurodollar Interest Period ended and ending on but
excluding the next Payment Date; provided, however, that


 


(i)                                     no Eurodollar
Interest Period may end subsequent to the January 2012 Payment Date; and


 


(ii)                                  upon the
occurrence and during the continuation of the Series 2009-1 Rapid
Amortization Period, any Eurodollar Interest Period may be terminated at the
election of the related Funding Agent by notice to HVF and the Administrator,
and upon such election the Eurodollar Advances in respect of which interest was
calculated by reference to such terminated Eurodollar Interest Period shall be
converted to Series 2009-1 Base Rate Tranches or included in the Series 2009-1
CP Tranche until payment in full of the Series 2009-1 Notes.


 


“Eurodollar Office”
means, the office of the related Funding Agent


 


5














 


designated as such below its name on the signature page hereof, if
any, or such other office of such Funding Agent as designated from time to time
by written notice from such Funding Agent to HVF, whether or not outside the
United States, which shall be making or maintaining Eurodollar Advances of the
Committed Note Purchasers in its Investor Group hereunder.


 


“Eurodollar Rate”
means, the rate per annum determined by the related Funding Agent at
approximately 11:00 a.m. (London time) on the date which is one (1) Business
Day prior to the beginning of the relevant Eurodollar Interest Period by
reference to the British Bankers’ Association Interest Settlement Rates for
deposits in Dollars (as set forth by any service selected by such Funding Agent
which has been nominated by the British Bankers’ Association as an authorized
information vendor for the purpose of displaying such rates) for a period equal
to such Eurodollar Interest Period; provided that, to the extent that an
interest rate is not ascertainable pursuant to the foregoing provisions of this
definition, the “Eurodollar Rate” shall be the interest rate per annum
determined by such Funding Agent to be the rate per annum at which deposits in
Dollars are offered by the Reference Lender in London to prime banks in the
London interbank market at or about 11:00 a.m. (London time) one (1) Business
Day before the first day of such Eurodollar Interest Period in an amount
substantially equal to the amount of the Eurodollar Advances to be outstanding
during such Eurodollar Interest Period and for a period equal to such
Eurodollar Interest Period.  In respect
of any Eurodollar Interest Period which is not thirty (30) days in duration,
the Eurodollar Rate shall be determined through the use of straight-line
interpolation by reference to two rates calculated in accordance with the
preceding sentence, one of which shall be determined as if the maturity of the
Dollar deposits referred to therein were the period of time for which rates are
available next shorter than the Eurodollar Interest Period and the other of
which shall be determined as if such maturity were the period of time for which
rates are available next longer than the Eurodollar Interest Period; provided
that, if a Eurodollar Interest Period is less than or equal to seven days, the
Eurodollar Rate shall be determined by reference to a rate calculated in
accordance with the preceding sentence as if the maturity of the Dollar
deposits referred to therein were a period of time equal to seven days.


 


“Eurodollar Rate (Reserve
Adjusted)” means, for any Eurodollar Interest Period, an interest rate per
annum (rounded upward to the nearest 1/100th of 1%) determined pursuant to the
following formula:


 


	
  Eurodollar
  Rate =

  	
   

  	
  Eurodollar Rate

  	
   

  
	
  (Reserve Adjusted)

  	
   

  	
  1.00
  – Eurodollar Reserve Percentage

  	
   

  



 


The
Eurodollar Rate (Reserve Adjusted) for any Eurodollar Interest Period for
Eurodollar Advances will be determined by the related Funding Agent on the
basis of the Eurodollar Reserve Percentage in effect one (1) Business Day before
the first day of such Eurodollar Interest Period.


 


“Eurodollar Reserve
Percentage” means, for any Eurodollar Interest


 


6

















 


Period,
the reserve percentage (expressed as a decimal) equal to the maximum aggregate
reserve requirements (including all basic, emergency, supplemental, marginal
and other reserves and taking into account any transitional adjustments or
other scheduled changes in reserve requirements) specified under regulations
issued from time to time by the F.R.S. Board and then applicable to assets or
liabilities consisting of and including “Eurocurrency Liabilities,” as
currently defined in Regulation D of the F.R.S. Board, having a term
approximately equal or comparable to such Eurodollar Interest Period.


 


“Federal Funds Rate”
means for any period, a fluctuating interest rate per annum equal for each day
during such period to the weighted average of the overnight federal funds rates
as in Federal Reserve Board Statistical Release H.15(519) or any successor or
substitute publication selected by the Funding Agent for such Investor Group
(or, if such day is not a Business Day, for the next preceding Business Day),
or, if, for any reason, such rate is not available on any day, the rate
determined, in the sole opinion of the Funding Agent for such Investor Group,
to be the rate at which overnight federal funds are being offered in the
national federal funds market at 9:00 a.m. New York City time.


 


“Financial Statements”
has the meaning set forth in Section 6.02(b).


 


“Fleet Report” has
the meaning set forth in Section 2.4 of the Collateral Agency Agreement.


 


“Governmental Authority”
means the United States of America, any state, local or other political
subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory, or administrative functions thereof pertaining thereto.


 


“Increase Date” shall
mean the Business Day on which an Increase in the Series 2009-1 Principal
Amount occurs.


 


“Initial Advance”
means the Advances made under this Agreement as part of the initial Borrowings.


 


“Investor Group”
means, (i) collectively, a Conduit Investor, if any, and the Committed
Note Purchaser(s) with respect to such Conduit Investor or, if there is no
Conduit Investor with respect to any Investor Group, the Committed Note
Purchaser(s) with respect to such Investor Group, in each case, party
hereto as of the Series 2009-1 Closing date and (ii) any Additional
Investor Group.


 


“Investor Group Increase
Amount” means, with respect to any Investor Group, for any Business Day,
such Investor Group’s Commitment Percentage of the Increase, if any, on such
Business Day.


 


“Investor Group Principal
Amount” means, (a) with respect to any Investor Group other than an
Additional Investor Group, (i) when used with respect to the Series 2009-1
Closing Date, such Investor Group’s Commitment Percentage of the Series 2009-1
Initial Principal Amount and (ii) when used with respect to any other
date, an amount equal to (w) the Investor Group Principal Amount with
respect to such Investor


 


7

















 


Group
on the immediately preceding Business Day plus (x) the Investor
Group Increase Amount with respect to such Investor Group on such date minus
(y) the amount of principal payments made to such Investor Group pursuant
to the Series 2009-1 Supplement on such date plus (z) the
amount of principal payments recovered from such Investor Group by a trustee as
a preference payment in a bankruptcy proceeding of the Issuer or otherwise on
such date and (b) with respect to any Additional Investor Group, (i) when
used with respect to the date such Additional Investor Group becomes a party
hereto, such Additional Investor Group’s Additional Investor Group Initial
Principal Amount and (ii) when used with respect to any other date, an
amount equal to (w) the Investor Group Principal Amount with respect to
such Additional Investor Group on the immediately preceding Business Day plus
(x) the Investor Group Increase Amount with respect to such Additional
Investor Group on such date minus (y) the amount of principal
payments made to such Investor Group pursuant to the Series 2009-1
Supplement on such date plus (z) the amount of principal payments
recovered from such Additional Investor Group by a trustee as a preference
payment in a bankruptcy proceeding of the Issuer or otherwise on such date.


 


“Investor Group
Supplement” means an Investor Group Supplement substantially in the form of
Exhibit C.


 


“Majority Program Support
Providers” means with respect to the related Investor Group, Program
Support Providers holding more than 50% of the aggregate commitments of all
Program Support Providers.


 


“Margin Stock” means “margin
stock” as defined in Regulation U of the Board of Governors of the Federal
Reserve System, as amended from time to time.


 


“Maximum Investor Group
Principal Amount” means, with respect to each Investor Group, the amount
set forth opposite the name of the Committed Note Purchaser included in such
Investor Group on Schedule I, as such amount may be increased or
modified from time to time by written agreement among the Committed Note
Purchasers included in such Investor Group on Schedule I hereto, the
Administrator and HVF in accordance with the terms hereof; provided
that, on any day after the occurrence and during the continuance of an
Amortization Event with respect to the Series 2009-1 Notes, the Maximum
Investor Group Principal Amount with respect to each Investor Group shall not
exceed the Investor Group Principal Amount for such Investor Group.


 


“Prime Rate” means
the rate announced by the Reference Lender from time to time as its prime rate
in the United States, such rate to change as and when such designated rate
changes.  The Prime Rate is not intended
to be the lowest rate of interest charged by the Reference Lender in connection
with extensions of credit to debtors.


 


“Program Fee” has the
meaning set forth in Section 3.02(a).


 


“Program Fee Letter”
means that certain fee letter, dated as of the date hereof, by and among each
initial Conduit Purchaser, each initial Committed Note


 


8

















 


Purchaser,
the Administrative Agent and HVF setting forth the definition of Program Fee
Rate and the definition of Undrawn Fee.


 


“Program Fee Rate”
has the meaning set forth in the Program Fee Letter.


 


“Program Support
Agreement” means and includes any agreement entered into by any Program
Support Provider in respect of any Series 2009-1 Commercial Paper and/or Series 2009-1
Note providing for the issuance of one or more letters of credit for the
account of a Committed Note Purchaser or a Conduit Investor, the issuance of
one or more insurance policies for which a Committed Note Purchaser or a
Conduit Investor is obligated to reimburse the applicable Program Support
Provider for any drawings thereunder, the sale by a Committed Note Purchaser or
a Conduit Investor to any Program Support Provider of the Series 2009-1
Notes (or portions thereof or interests therein) and/or the making of loans
and/or other extensions of credit to a Committed Note Purchaser or a Conduit
Investor in connection with such Conduit Investor’s securitization program,
together with any letter of credit, insurance policy or other instrument issued
thereunder or guaranty thereof (but excluding any discretionary advance
facility provided by a Committed Note Purchaser).


 


“Program Support Provider”
means and includes any financial institutions and any other or additional
Person now or hereafter extending credit or having a commitment to extend credit
to or for the account of, and/or agreeing to make purchases from, a Committed
Note Purchaser or a Conduit Investor in respect of such Committed Note
Purchaser’s or Conduit Investor’s Series 2009-1 Commercial Paper and/or Series 2009-1
Note, and/or agreeing to issue a letter of credit or insurance policy or other
instrument to support any obligations arising under or in connection with such
Conduit Investor’s securitization program as it relates to any Series 2009-1
Commercial Paper issued by such Conduit Investor, in each case pursuant to a
Program Support Agreement and any guarantor of any such person.


 


“Reference Lender”
means the related Funding Agent or if such Funding Agent does not have a prime
rate, an Affiliate thereof designated by such Funding Agent.


 


“Regulation S”:  Regulation S under the Securities Act.


 


“Related Documents”
shall mean the documents set forth in the definition of “Related Documents” in
the Base Indenture other than any such Related Documents relating solely to any
Segregated Series of Notes.


 


“Securities Act”:  The U.S. Securities Act of 1933, as amended.


 


“Series 2009-1 Base
Rate” means, on any day, a rate per annum equal to the sum of (i) the
greatest of (a) the Prime Rate in effect on such day, (b) the Federal
Funds Rate in effect on such day and (c) if available, the Eurodollar Rate
(Reserve Adjusted) in effect on such day plus (ii) 0.50%.  Any change in the Series 2009-1 Base
Rate due to a change in the Prime Rate or the Federal Funds Rate shall be
effective as of the opening of business on the effective day of such change in
the Prime Rate or the Federal Funds Rate, respectively.  Changes in the rate of interest on that
portion of any


 


9

















 


Advances
maintained as Series 2009-1 Base Rate Tranches will take effect
simultaneously with each change in the Series 2009-1 Base Rate.


 


“Series 2009-1
Commitment Termination Date” means October 26, 2011 or such later date
designated in accordance with Section 2.05 or such earlier date as
the parties hereto may agree in writing to terminate this Agreement.


 


“Series 2009-1
Related Documents” means the Related Documents relating to the Series 2009-1
Notes (including, without limitation, the Base Indenture, the Series 2009-1
Supplement, the Purchase Agreement, the HVF Lease, the Collateral Agency
Agreement and the Administration Agreement), each Series 2009-1 Interest
Rate Cap, the Back-up Administration Agreement and the HVF LLC Agreement; provided
that, for the avoidance of doubt, (i) any Related Document that relates
solely to a Series of Notes other than the Series 2009-1 Notes shall
not be a Series 2009-1 Related Document, (ii) any Related Document
that relates to the Series 2009-1 Notes and other Series of Notes
shall be a Series 2009-1 Related Document and (iii) any Related
Document that relates solely to any Segregated Series of Notes shall not
be a Series 2009-1 Related Document.


 


“Series 2009-1 Supplement”
means that certain Series Supplement to the Base Indenture, dated as of
the date hereof (as amended,
modified, restated or supplemented from time to time in accordance with the
terms thereof), by and between HVF and The Bank of New York Mellon Trust
Company, N.A. (formerly known as the Bank of New York Trust Company, N.A.), as
Trustee, relating to, among other things, the issuance by HVF of its Series 2009-1
Notes.


 


“Taxes” has the
meaning set forth in Section 3.08.


 


“Term” has the
meaning set forth in Section 2.05.


 


“Undrawn Fee” has the
meaning set forth in Section 3.02(b).


 


“Undrawn Fee Rate”
has the meaning set forth in the Program Fee Letter.


 


“Up-Front Fee” for
each Committed Note Purchaser has the meaning set forth in the Up-Front Fee
Letter (if any) for such Committed Note Purchaser.


 


“Up-Front Fee Letter”
means, with respect to a Committed Note Purchaser, if applicable, that certain
fee letter dated as of the date hereof, by and among such Committed Note
Purchaser, the Administrative Agent and HVF setting forth the definition of
Up-Front Fee for such Committed Note Purchaser.


 


“Weighted Average CP Rate”
means, with respect to any Series 2009-1 Interest Period, the weighted
average of the CP Rates applicable to each Advance funded or maintained during
such Series 2009-1 Interest Period through the issuance of Series 2009-1
Commercial Paper.


 


10

















 


ARTICLE II


PURCHASE AND SALE OF SERIES 2009-1 NOTES


 


SECTION 2.01  
The Initial Note Purchase.  On the
terms and conditions set forth in the Indenture and this Agreement, and in
reliance on the covenants, representations and agreements set forth herein and
therein, HVF will cause the Trustee to issue the Series 2009-1 Notes on
the Series 2009-1 Closing Date. 
Such Series 2009-1 Notes for each Investor Group will be dated the Series 2009-1
Closing Date, registered in the name of the respective Funding Agent or its
nominee, as agent for the related Conduit Investor, if any, and the Committed
Note Purchaser(s), or in such other name as the respective Funding Agent may
request, and will be duly authenticated in accordance with the provisions of
the Indenture.


 


SECTION 2.02   Advances.  (a)  Subject to the terms and conditions
of this Agreement and the Series 2009-1 Supplement, each Conduit Investor,
if any may and, if such Conduit Investor determines that it will not make an
Advance or any portion of an Advance, its related Committed Note Purchaser(s) or,
if there is no Conduit Investor with respect to any Investor Group, the
Committed Note Purchaser(s) with respect to such Investor Group, shall, to
the extent such Conduit Investor does not make such Advance or there is no such
Conduit Investor with respect to an Investor Group, and the Series 2009-1
Commitment Termination Date has not occurred, upon HVF’s request, delivered in
accordance with the provisions of Section 2.03, and the
satisfaction of all conditions precedent thereto, make Advances from time to
time during the Series 2009-1 Revolving Period; provided, that,
such Advances shall be made ratably by each Conduit Investor, if any, based on
the respective Commitment Percentage of its Investor Group and the portion of
any such Advance made by a Committed Note Purchaser shall be its Committed Note
Purchaser Percentage of the Commitment Percentage with respect to the related
Investor Group; provided, that no Advance shall be required or permitted
to be made on any date if, after giving effect to such Advance, (i) such
related Investor Group Principal Amount would exceed the Maximum Investor Group
Principal Amount, (ii) the Series 2009-1 Principal Amount would
exceed the Series 2009-1 Maximum Principal Amount, (iii) a Series 2009-1
Enhancement Deficiency or an Aggregate Asset Amount Deficiency exists or would
exist as a result of such Advance, or (iv) an Amortization Event,
Potential Amortization Event, Liquidation Event of Default or Limited
Liquidation Event of Default, in each case, with respect to the Series 2009-1
Notes exists or would exist as a result of such Advance. If a Conduit Investor
elects not to fund the full amount of its Commitment Percentage of the Series 2009-1
Initial Principal Amount (or, in the case of a Conduit Investor in an
Additional Investor Group, the Additional Investor Group Initial Principal
Amount with respect to such Additional Investor Group) or a requested Increase,
such Conduit Investor shall notify the Administrative Agent and the Funding
Agent with respect to such Conduit Investor, and each Committed Note Purchaser
with respect to such Conduit Investor shall fund its Committed Note Purchaser
Percentage of the portion of the Commitment Percentage with respect to such
Investor Group of the Series 2009-1 Initial Principal Amount (or, in the
case of a Committed Note Purchaser in an Additional Investor Group, the
applicable portion of the Additional Investor Group Initial Principal Amount
with respect to such Additional Investor Group) or  such Increase, as the case may be, not funded
by such Conduit Investor.


 


11

















 


(b)                                 Subject to Section 9.10(b), each Conduit Investor
hereby agrees with respect to itself that it will use commercially reasonable
efforts to fund Advances made by its Investor Group through the issuance of Series 2009-1
Commercial Paper; provided, that (i) no Conduit Investor will have
any obligation to use commercially reasonable efforts to fund Advances made by
its Investor Group through the issuance of Series 2009-1 Commercial Paper
at any time (x) an Amortization Event has occurred and is continuing
(other than any Amortization Event relating solely to any Segregated Series of
Notes) or (y) the funding of such Advance through the issuance of Series 2009-1
Commercial Paper would be prohibited by the program documents governing such
Conduit Investor’s commercial paper program, (ii) nothing herein is (or
shall be construed) as a commitment by any Conduit Investor to fund any Advance
through the issuance of Series 2009-1 Commercial Paper, and (iii) notwithstanding
anything herein or in any other Related Document to the contrary, at no time
will a Conduit Investor that is not also a Committed Note Purchaser be
obligated to make Advances hereunder.


 


(c)                                  The proceeds of all Advances on any date shall be allocated
according to the provisions of Article III of the Series 2009-1
Supplement.  Each of the Advances to be
made on any date shall be made singly as part of a single borrowing (each such
single borrowing being a “Borrowing”). 
Subject to the terms of this Agreement and the Series 2009-1
Supplement, the aggregate principal amount of the Advances represented by the Series 2009-1
Notes may be increased or decreased from time to time.


 


SECTION 2.03  
Borrowing Procedures.


 


(a)                                  Whenever HVF wishes the Conduit Investors, or if there is no
Conduit Investor with respect to any Investor Group, the Committed Note
Purchaser with respect to such Investor Group, to make an Advance, HVF shall
(or shall cause the Administrator to) notify the Administrative Agent, each
Funding Agent and the Trustee upon irrevocable written notice delivered to the
Administrative Agent and each Funding Agent (with a copy of such notice
delivered to the Committed Note Purchasers) no later than 11:30 a.m. New
York City time on the Business Day prior to the proposed Borrowing (which
Borrowing date shall, except in the case of the Initial Advance, be an Increase
Date); provided that no more than three Borrowings shall occur during
any calendar week.  Each such notice
shall be irrevocable and shall in each case refer to this Agreement and specify
the aggregate amount of the requested Borrowing to be made on such date.  HVF shall (or shall cause the Administrator
to) ratably allocate the proposed Borrowing among the Investor Groups’
respective Investor Group Principal Amounts. 
Each Funding Agent shall promptly advise its related Conduit Investor,
or if there is no Conduit Investor with respect to any Investor Group, its
related Committed Note Purchaser, of any notice given pursuant to this Section and,
if there is a Conduit Investor with respect to any Investor Group, shall
promptly thereafter (but in no event later than 11:00 a.m. New York City
time on the proposed date of Borrowing), notify HVF and the related Committed
Note Purchaser(s), whether such Conduit Investor has determined to make such
Advance.  On the date of each Borrowing
and subject to the other conditions set forth herein and in the Series 2009-1
Supplement, each Conduit Investor or its related Committed Note Purchaser(s),
as the case may be, and each Committed Note Purchaser


 


12

















 


with respect to any Investor Group that does not
include a Conduit Investor, shall make available to HVF the amount of such
Advance by wire transfer in U.S. dollars of such amount in same day funds to
the Series 2009-1 Collection Account no later than 3:00 p.m. (New
York time) on the date of such Borrowing.


 


(b)                                 If, by 2:00 p.m. (New York time) on the date of any
Borrowing, one or more Committed Note Purchasers in an Investor Group (each, a “Defaulting
Committed Note Purchaser,” and each Committed Note Purchaser in the related
Investor Group other than any Defaulting Committed Note Purchaser being
referred to as a “Non-Defaulting Committed Note Purchaser”) fails to
make its ratable portion of any Borrowing available to HVF pursuant to Section 2.03(a) (the
aggregate amount unavailable to HVF as a result of such failure being herein
called in either case the “Borrowing Deficit”), then the Funding Agent
for such Investor Group shall, by no later than 2:30 p.m. (New York City
time) on the applicable date of such Borrowing instruct each Non-Defaulting
Committed Note Purchaser in the same Investor Group as the Defaulting Committed
Note Purchaser to pay, by no later than 3:00 p.m. (New York time), in
immediately available funds, to the Series 2009-1 Collection Account, an
amount equal to the lesser of (i) such Non-Defaulting Committed Note
Purchaser’s proportionate share (based upon the relative Committed Note
Purchaser Percentage of such Non-Defaulting Committed Note Purchasers) of the
Borrowing Deficit and (ii) such Non-Defaulting Committed Note Purchaser’s
Committed Note Purchaser Percentage  of the amount by which the Maximum Investor
Group Investor Amount for such Investor Group exceeds the Investor Group
Principal Amount for such Investor Group (determined after giving effect to any
Advances already made by such Investor Group on such date).  A Defaulting Committed Note Purchaser shall
forthwith, upon demand, pay to the applicable Funding Agent for the ratable
benefit of the Non-Defaulting Committed Note Purchasers all amounts paid by each
such Non-Defaulting Committed Note Purchaser on behalf of such Defaulting
Committed Note Purchaser, together with interest thereon, for each day from the
date a payment was made by a Non-Defaulting Committed Note Purchaser until the
date such Non-Defaulting Committed Note Purchaser has been paid such amounts in
full, at a rate per annum equal to the sum of the Series 2009-1 Base Rate
plus 1% per annum.


 


SECTION 2.04  
The Series 2009-1 Notes.  On
each date an Advance is funded under the Series 2009-1 Notes pursuant to
the Series 2009-1 Supplement, and on each date the amount of outstanding
Advances thereunder is reduced, a duly authorized officer, employee or agent of
the related Funding Agent shall make appropriate notations in its books and
records of the amount of such Advance and the amount of such reduction, as
applicable.  HVF hereby authorizes each
duly authorized officer, employee and agent of such Funding Agent to make such
notations on the books and records as aforesaid and every such notation made in
accordance with the foregoing authority shall be prima facie evidence
of the accuracy of the information so recorded and shall be binding on HVF
absent manifest error; provided, however, that in the event of a
discrepancy between the books and records of such Funding Agent and the records
maintained by the Trustee pursuant to the Indenture, such discrepancy shall be
resolved by such Funding Agent, the Administrative Agent and the Trustee.


 


13

















 


SECTION 2.05  
Commitment Terms.  The “Term”
of the Commitment hereunder shall be for a period commencing on the Series 2009-1
Closing Date and ending on the Series 2009-1 Commitment Termination Date,
or such later date as each Committed Note Purchaser may agree to in writing.


 


SECTION 2.06  
Selection of Interest Rates. 
Following (i) the funding of any Advances by a Committed Note
Purchaser or (ii) any assignment by a Conduit Investor to its related
liquidity provider(s) or related credit provider(s) pursuant to the
applicable liquidity purchase agreement or liquidity loan agreement with
respect to the Series 2009-1 Notes or to its related Committed Note
Purchaser hereunder, in each case the Advances funded, directly or indirectly,
with amounts received from any such provider or Committed Note Purchaser will
be made as Eurodollar Advances; provided that if any such Committed Note
Purchaser is funding Advances through the issuance of Series 2009-1
Commercial Paper, such Advances shall bear interest at the CP Rate.


 


SECTION 2.07  
Reduction in Commitment Amount. 
HVF may, upon three Business Days’ notice to the Administrative Agent,
each Funding Agent, each Conduit Investor and each Committed Note Purchaser,
effect a permanent reduction in the Series 2009-1 Maximum Principal Amount
and a corresponding reduction in the Commitment Amount and the Maximum Investor
Group Principal Amount; provided that (x) any such reduction (i) will
be limited to the undrawn portion of the Commitment Amounts, although any such
reduction may be combined with a Voluntary Decrease effected pursuant to and in
accordance with Section 2.2(b) of the Series 2009-1 Supplement,
and (ii) must be in a minimum amount of $10,000,000 and (y) after
giving effect to such reduction, the Series 2009-1 Maximum Principal
Amount equals or exceeds $100,000,000, unless reduced to zero.  Any reduction made pursuant to this Section 2.07
shall be made ratably among the Investor Groups on the basis of their
respective Maximum Investor Group Principal Amount.


 


ARTICLE III


INTEREST AND FEES


 


SECTION 3.01   Interest.  (a) Each related Advance funded or
maintained by an Investor Group during the related Series 2009-1 Interest
Period (i) through the issuance of Series 2009-1 Commercial Paper
shall bear interest at the CP Rate for such Series 2009-1 Interest Period
and (ii) through means other than the issuance of Series 2009-1
Commercial Paper shall bear interest at the Eurodollar Rate (Reserve Adjusted)
applicable to such Investor Group for the related Eurodollar Interest Period,
in each case except as otherwise provided in the definition of Eurodollar
Interest Period or in Section 3.03 or 3.04.  Each Funding Agent shall notify HVF and the
Administrator of the applicable interest rate for the Advances made by its
Investor Group for the related Series 2009-1 Interest Period or Eurodollar
Interest Period, as the case may be (including the applicable CP Rate, the
Eurodollar Rate (Reserve Adjusted) and/or Series 2009-1 Base Rate, as the
case may be) by 11:00 a.m. (New York time) on the second Business Day
immediately preceding each Determination Date and on the Business Day following
each Payment Date.


 


14

















 


(b)                                 Interest (including all amounts described in Section 3.01(a) above
and any Series 2009-1 Monthly Default Interest Amount) shall be due and
payable on each Payment Date in accordance with the provisions of the Series 2009-1
Supplement.


 


(c)                                  All computations of interest at the CP Rate and the
Eurodollar Rate (Reserve Adjusted) shall be made on the basis of a year of 360
days and the actual number of days elapsed and all computations of interest at
the Series 2009-1 Base Rate shall be made on the basis of a 365 (or 366,
as applicable) day year and actual number of days elapsed.  Whenever any payment of interest or principal
in respect of any Advance shall be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day (other than as
provided in the definition of Eurodollar Interest Period) and such extension of
time shall be included in the computation of the amount of interest owed.


 


SECTION 3.02  
Fees.


 


(a)                                  On each Payment Date, HVF shall pay to each Funding Agent,
for the account of the related Investor Group, a program fee (the “Program
Fee”) equal to the product of (x) the daily average Program Fee Rate
for the related Investor Group (or, if applicable, the daily average Program
Fee Rate for the related Conduit Investor and Committed Note Purchaser in such
Investor Group, respectively, if each of such Conduit Investor and Committed
Note Purchaser is funding a portion of such Investor Group’s Investor Group
Principal Amount) during the related Series 2009-1 Interest Period, (y) the
daily average Investor Group Principal Amount for the related Investor Group
(or, if applicable, the portion of the Investor Group Principal Amount for the
related Conduit Investor and Committed Note Purchaser in such Investor Group,
respectively, if each of such Conduit Investor and Committed Note Purchaser is
funding a portion of such Investor Group’s Investor Group Principal Amount)
during the related Series 2009-1 Interest Period and (z) the number
of days in the related Series 2009-1 Interest Period divided by 360 (or in
the case of the first Payment Date occurring following the Series 2009-1
Closing Date, the number of days in the period from and including the Series 2009-1
Closing Date to but excluding such first Payment Date).


 


(b)                                 On each Payment Date on or prior to the Series 2009-1
Commitment Termination Date, HVF shall pay to each Funding Agent, for the
account of the related Investor Group, an undrawn fee (the “Undrawn Fee”)
equal to the product of (a) the daily average Undrawn Fee Rate for the
related Investor Group during the related Series 2009-1 Interest Period, (b) the
excess of (i) the Maximum Investor Group Principal Amount for the related
Investor Group over (ii) the daily average Investor Group Principal Amount
for the related Investor Group during the related Series 2009-1 Interest
Period, and (c) the number of days in the related Series 2009-1
Interest Period divided by 360.


 


(c)                                  On each Payment Date, HVF shall pay to the Administrative
Agent the applicable Administrative Agent Fee for such Payment Date.


 


15














 


(d)                                 On the Series 2009-1 Closing Date, HVF shall pay the
Up-Front Fee to each Funding Agent for the account of the related Committed
Note Purchasers.


 


SECTION 3.03  
Eurodollar Lending Unlawful.  If a
Conduit Investor, a Committed Note Purchaser or any Program Support Provider
shall reasonably determine (which determination shall, upon notice thereof to
the Administrative Agent and the related Funding Agent and HVF, be conclusive
and binding on HVF absent manifest error) that the introduction of or any change
in or in the interpretation of any law, rule or regulation makes it
unlawful, or any central bank or other Governmental Authority asserts that it
is unlawful, for any such Program Support Provider or Committed Note Purchaser
to make, continue, or maintain any Advance as, or to convert any Advance into,
the Series 2009-1 Eurodollar Tranche of such Advance, the obligation of
such Person to make, continue or maintain or convert any such Advance as the Series 2009-1
Eurodollar Tranche of such Advance shall, upon such determination, forthwith be
suspended until such Person shall notify the related Funding Agent and HVF that
the circumstances causing such suspension no longer exist, and such Investor
Group shall immediately convert all Advances of any such Program Support
Provider or Committed Note Purchaser, as applicable, into the Series 2009-1
Base Rate Tranche of such Advance at the end of the then current Eurodollar
Interest Periods with respect thereto or sooner, if required by such law or
assertion.


 


SECTION 3.04  
Deposits Unavailable.  If a
Conduit Investor, a Committed Note Purchaser or any Program Support Provider
shall have reasonably determined that:


 


(a)                                  Dollar deposits
in the relevant amount and for the relevant Eurodollar Interest Period are not available
to all related Reference Lenders in the relevant market; or


 


(b)                                 by reason of
circumstances affecting all related Reference Lenders’ relevant market,
adequate means do not exist for ascertaining the interest rate applicable
hereunder to the Series 2009-1 Eurodollar Tranche of any Advance; or


 


(c)                                  such Conduit
Investor, such Committed Note Purchaser or the related Majority Program Support
Providers have notified the related Funding Agent and HVF that, with respect to
any interest rate otherwise applicable hereunder to the Series 2009-1
Eurodollar Tranche of any Advance the Eurodollar Interest Period for which has
not then commenced, such interest rate will not adequately reflect the cost to
such Conduit Investor, such Committed Note Purchaser or such Majority Program
Support Providers of making, funding, agreeing to make or fund or maintaining
their respective Series 2009-1 Eurodollar Tranche of such Advance for such
Eurodollar Interest Period,


 


then, upon notice from such
Conduit Investor, such Committed Note Purchaser or the related Majority Program
Support Providers to such Funding Agent and HVF, the obligations of such
Conduit Investor, such Committed Note Purchaser and all of the relevant Program
Support Providers to make or continue any Advance as, or to convert


 


16

















 


any Advances into, the Series 2009-1
Eurodollar Tranche of such Advance shall forthwith be suspended until such
Funding Agent shall notify HVF that the circumstances causing such suspension
no longer exist, and such Investor Group shall immediately convert all Advances
of any such Program Support Provider or Committed Note Purchaser, as
applicable, into the Series 2009-1 Base Rate Tranche of such Advance at
the end of the then current Eurodollar Interest Periods with respect thereto or
sooner, if required for the reasons set forth in clause (a), (b) or (c) above,
as the case may be.


 


SECTION 3.05  
Increased or Reduced Costs, etc. 
HVF agrees to reimburse each Conduit Investor and each Committed Note
Purchaser and any Program Support Provider (each, an “Affected Person”)
for any increase in the cost of, or any reduction in the amount of any sum
receivable by any such Affected Person, including reductions in the rate of
return on such Affected Person’s capital, in respect of making, continuing or
maintaining (or of its obligation to make, continue or maintain) any Advances
as, or of converting (or of its obligation to convert) any Advances into, the Series 2009-1
Eurodollar Tranche of such Advance that arise in connection with any Changes in
Law, except for such Changes in Law with respect to increased capital costs and
taxes which are governed by Sections 3.07 and 3.08,
respectively.  Each such demand shall be
provided to the related Funding Agent and HVF in writing and shall state, in
reasonable detail, the reasons therefor and the additional amount required
fully to compensate such Affected Person for such increased cost or reduced
amount or return.  Such additional
amounts shall be payable by HVF to such Funding Agent and by such Funding Agent
directly to such Affected Person within five (5) Business Days of HVF’s
receipt of such notice, and such notice shall, in the absence of manifest
error, be conclusive and binding on HVF.


 


SECTION 3.06  
Funding Losses.  In the event any
Affected Person shall incur any loss or expense (including any loss or expense
incurred by reason of the liquidation or reemployment of deposits or other
funds acquired by such Affected Person to make, continue or maintain any
portion of the principal amount of any Advance as a Series 2009-1 CP
Tranche or Series 2009-1 Eurodollar Tranche, or to convert any portion of
the principal amount of any Advance into, the Series 2009-1 Eurodollar
Tranche of such Advance) as a result of:


 


(i)                                     any conversion
or repayment or prepayment (for any reason, including, without limitation, as a
result of the acceleration of the maturity of the Series 2009-1 CP Tranche
or Series 2009-1 Eurodollar Tranche of such Advance or the assignment thereof
in accordance with the requirements of the applicable Program Support
Agreement) of the principal amount of any portion of the Series 2009-1 CP
Tranche or Series 2009-1 Eurodollar Tranche on a date other than the
scheduled last day of the Series 2009-1 Interest Period or Eurodollar
Interest Period applicable thereto;


 


(ii)                                  any Advance not
being made as an Advance under the Series 2009-1 CP Tranche or Series 2009-1
Eurodollar Tranche after a request for such an Advance has been made in
accordance with the terms contained herein;


 


17

















 


(iii)                               any Advance not
being continued as a Series 2009-1 CP Tranche or Series 2009-1
Eurodollar Tranche, or converted into an Advance under the Series 2009-1
Eurodollar Tranche after a request for such an Advance has been made in
accordance with the terms contained herein, or


 


(iv)                              any failure of
HVF to make a Decrease after giving notice thereof pursuant to Section 2.2(b) of
the Series 2009-1 Supplement,


 


then, upon the written
notice of any Affected Person to the related Funding Agent and HVF, HVF shall
pay to such Funding Agent and such Funding Agent shall, within five (5) Business
Days of its receipt thereof, pay directly to such Affected Person such amount
as will (in the reasonable determination of such Affected Person) reimburse
such Affected Person for such loss or expense. 
Such written notice (which shall include calculations in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on HVF.


 


SECTION 3.07  
Increased Capital Costs.  If any
Change in Law affects or would affect the amount of capital required or
reasonably expected to be maintained by any Affected Person or any Person
controlling such Affected Person and such Affected Person reasonably determines
(in its sole and absolute discretion) that the rate of return on its or such
controlling Person’s capital as a consequence of its commitment or the Advances
made by such Affected Person is reduced to a level below that which such Affected
Person or such controlling Person would have achieved but for the occurrence of
any such circumstance, then, in any such case after notice from time to time by
such Affected Person to the related Funding Agent and HVF, HVF shall pay to
such Funding Agent and such Funding Agent shall pay to such Affected Person an
incremental commitment fee sufficient to compensate such Affected Person or
such controlling Person for such reduction in rate of return.  A statement of such Affected Person as to any
such additional amount or amounts (including calculations thereof in reasonable
detail), in the absence of manifest error, shall be conclusive and binding on
HVF; and provided, further, that the initial payment of such
increased commitment fee shall include a payment for accrued amounts due under
this Section 3.07 prior to such initial payment.  In determining such additional amount, such
Affected Person may use any method of averaging and attribution that it (in its
reasonable discretion) shall deem applicable so long as it applies such method
to other similar transactions.


 


SECTION 3.08  
Taxes.  All payments by HVF of
principal of, and interest on, the Advances and all other amounts payable
hereunder (including fees) shall be made free and clear of and without deduction
for any present or future income, excise, documentary, property, stamp or
franchise taxes and other taxes, fees, duties, withholdings or other charges of
any nature whatsoever imposed by any taxing authority, but excluding in the
case of any Affected Person (x) net income, franchise or similar taxes
(including branch profits taxes or alternative minimum tax) imposed or levied
on the Affected Person as a result of a connection between the Affected Person
and the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from such Affected Person having executed,
delivered or performed its obligations or received


 


18

















 


a
payment under, or enforced by, this Agreement) and (y) with respect to any
Affected Person organized under the laws of the jurisdiction other than the
United States (“Foreign Affected Person”), any withholding tax that is imposed
on amounts payable to the Foreign Affected Person at the time the Foreign
Affected Person becomes a party to this Agreement (or designates a new lending
office), except to the extent that such Foreign Affected Person (or its
assignor, if any) was already entitled, at the time of the designation of the
new lending office (or assignment), to receive additional amounts from HVF with
respect to withholding tax (such non-excluded items being called “Taxes”).


 


Moreover, if any Taxes are
directly asserted against any Affected Person with respect to any payment
received by such Affected Person or its agent from HVF, such Affected Person or
its agent may pay such Taxes and HVF will promptly upon receipt of written
notice stating the amount of such Taxes pay such additional amounts (including
any penalties, interest or expenses) as is necessary in order that the net
amount received by such person after the payment of such Taxes (including any
Taxes on such additional amount) shall equal the amount such person would have
received had not such Taxes been asserted.


 


If HVF fails to pay any
Taxes when due to the appropriate taxing authority or fails to remit to the
Affected Person or its agent the required receipts or other required
documentary evidence, HVF shall indemnify the Affected Person and their agent
for any incremental Taxes, interest or penalties that may become payable by any
such Affected Person or its agent as a result of any such failure.  For purposes of this Section 3.08,
a distribution hereunder by the agent for the relevant Affected Person shall be
deemed a payment by HVF.


 


Upon the request of HVF,
each Foreign Affected Person shall execute and deliver to HVF, prior to the
initial due date of any payments hereunder and to the extent permissible under
then current law, and on or about the first scheduled payment date in each
calendar year thereafter, one or more (as HVF may reasonably request) United
States Internal Revenue Service Forms W-8BEN, Forms W-8ECI or Forms W-9, or
successor applicable forms, or such other forms or documents (or successor
forms or documents), appropriately completed, as may be applicable to establish
the extent, if any, to which a payment to such Affected Person is exempt from
withholding or deduction of Taxes.  HVF
shall not, however, be required to pay any increased amount under this Section 3.08
to any Affected Person that is organized under the laws of a jurisdiction other
than the United States if such Affected Person fails to comply with the
requirements set forth in this paragraph.


 


If the Affected Person
determines, in its sole discretion, that it has received a refund of any Taxes
as to which it has been indemnified pursuant to this Section 3.08,
it shall pay over such refund to HVF (but only to the extent of indemnity payments
made, or additional amounts paid under this Section 3.08 with
respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Affected Person and without interest (other than any interest
paid by the relevant governmental authority with respect to such refund), provided
that HVF, upon the request of the Affected Person, agrees to repay the amount
paid over to HVF (plus any penalties,


 


19

















 


interest
or other charges imposed by the relevant Governmental Authority) to the
Affected Person in the event the Affected Person is required to repay such
refund to such governmental authority. This Section 3.08 shall not
be construed to require the Affected Person to make available its tax returns
(or any other information relating to its taxes which it deems confidential) to
HVF or any other Person.


 


SECTION 3.09  
Indenture Carrying Charges; Survival. 
Any amounts payable by HVF under Sections 3.05, 3.06, 3.07
or 3.08 shall constitute Carrying Charges within the meaning of the Base
Indenture and Indenture Carrying Charges within the meaning of Series 2009-1
Supplement.  The agreements in Sections
3.05, 3.06, 3.07 and 3.08 shall survive the
termination of this Series 2009-1 Note Purchase Agreement, the Series 2009-1
Supplement and the Base Indenture and the payment of all amounts payable
hereunder and thereunder.


 


ARTICLE IV


OTHER PAYMENT TERMS


 


SECTION 4.01  
Time and Method of Payment.  All
amounts payable to any Funding Agent hereunder or with respect to the Series 2009-1
Notes shall be made to the applicable Funding Agent or upon the order of the applicable Funding Agent  by wire transfer of immediately available funds in
Dollars not later than 1:00 p.m., New York City time, on the date due.  Any funds received after that time will be
deemed to have been received on the next Business Day. HVF’s obligations
hereunder in respect of any amounts payable to any Conduit Investor or
Committed Note Purchaser shall be discharged to the extent funds are disbursed
by HVF to the related Funding Agent as provided herein whether or not such
funds are properly applied by such Funding Agent.


 


ARTICLE V


THE ADMINISTRATIVE AGENT AND THE FUNDING AGENTS


 


SECTION 5.01  
Authorization and Action of the Administrative Agent.  Each of the Conduit Investors, the Committed
Note Purchasers and the Funding Agents hereby designates and appoints Deutsche
Bank AG, New York Branch as the Administrative Agent hereunder, and hereby
authorizes the Administrative Agent to take such actions as agent on their
behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms of this Agreement together with such powers as are reasonably
incidental thereto.  The Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein and in the Series 2009-1 Supplement, or any fiduciary
relationship with any Conduit Investor, any Committed Note Purchaser or any
Funding Agent, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities on the part of the Administrative Agent shall be
read into this Agreement or otherwise exist for the Administrative Agent.  In performing its functions and duties
hereunder and under the Series 2009-1 Supplement, the Administrative Agent
shall act solely as agent for the Conduit Investors, the Committed Note
Purchasers and the Funding Agents and does not assume nor shall it be deemed to
have assumed any obligation or relationship of trust or agency with or for HVF
or any of its successors or assigns.  The
Administrative Agent shall not be required


 


20

















 


to
take any action that exposes the Administrative Agent to personal liability or
that is contrary to this Agreement, the Series 2009-1 Supplement or
Applicable Law.  The appointment and
authority of the Administrative Agent hereunder shall terminate upon the
indefeasible payment in full of the Series 2009-1 Notes and all other
amounts owed by HVF hereunder and under the Series 2009-1 Supplement to
the Investor Groups (the “Aggregate Unpaids”).


 


SECTION 5.02  
Delegation of Duties.  The
Administrative Agent may execute any of its duties under this Agreement by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  The Administrative Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.


 


SECTION 5.03  
Exculpatory Provisions.  Neither
the Administrative Agent nor any of its directors, officers, agents or
employees shall be (a) liable for any action lawfully taken or omitted to
be taken by it or them under or in connection with this Agreement (except for
its, their or such Person’s own gross negligence or willful misconduct), or (b) responsible
in any manner to any Conduit Investor, any Committed Note Purchaser or any
Funding Agent for any recitals, statements, representations or warranties made
by HVF contained in this Agreement or in any certificate, report, statement or
other document referred to or provided for in, or received under or in
connection with, this Agreement for the due execution, legality, value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other document furnished in connection herewith, or for any
failure of HVF to perform its obligations hereunder, or for the satisfaction of
any condition specified in Article VII.  The Administrative Agent shall not be under
any obligation to any Conduit Investor, any Committed Note Purchaser or any
Funding Agent to ascertain or to inquire as to the observance or performance of
any of the agreements or covenants contained in, or conditions of, this
Agreement, or to inspect the properties, books or records of HVF.  The Administrative Agent shall not be deemed
to have knowledge of any Amortization Event, Potential Amortization Event,
Liquidation Event of Default or Limited Liquidation Event of Default unless the
Administrative Agent has received notice from HVF, any Conduit Investor, any
Committed Note Purchaser or any Funding Agent.


 


SECTION 5.04  
Reliance.  The Administrative
Agent shall in all cases be entitled to rely, and shall be fully protected in
relying, upon any document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel (including, without limitation,
counsel to HVF), independent accountants and other experts selected by the
Administrative Agent.  The Administrative
Agent shall in all cases be fully justified in failing or refusing to take any
action under this Agreement or any other document furnished in connection
herewith unless it shall first receive such advice or concurrence of any
Conduit Investor, any Committed Note Purchaser or any Funding Agent as it deems
appropriate or it shall first be indemnified to its satisfaction by any Conduit
Investor, any Committed Note Purchaser or any Funding Agent, provided
that unless and until the Administrative Agent shall have received such advice,
the Administrative Agent may take or refrain from taking any action, as the
Administrative


 


21

















 


Agent
shall deem advisable and in the best interests of the Conduit Investors, the
Committed Note Purchasers and the Funding Agents.  The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, in accordance with
a request of the Required Noteholders and such request and any action taken or
failure to act pursuant thereto shall be binding upon the Conduit Investors,
the Committed Note Purchasers and the Funding Agents.


 


SECTION 5.05  
Non-Reliance on the Administrative Agent and Other Purchasers.  Each of the Conduit Investors, the Committed
Note Purchasers and the Funding Agents expressly acknowledge that neither the
Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates has made any representations or warranties to
it and that no act by the Administrative Agent hereafter taken, including,
without limitation, any review of the affairs of HVF, shall be deemed to
constitute any representation or warranty by the Administrative Agent.  Each of the Conduit Investors, the Committed
Note Purchasers and the Funding Agents represent and warrant to the
Administrative Agent that they have and will, independently and without
reliance upon the Administrative Agent and based on such documents and
information as they have deemed appropriate, made their own appraisal of and
investigation into the business, operations, property, prospects, financial and
other conditions and creditworthiness of HVF and made its own decision to enter
into this Agreement.


 


SECTION 5.06  
The Administrative Agent in its Individual Capacity.  The Administrative Agent and any of its
Affiliates may make loans to, accept deposits from, and generally engage in any
kind of business with HVF or any Affiliate of HVF as though the Administrative
Agent were not the Administrative Agent hereunder.


 


SECTION 5.07  
Successor Administrative Agent. 
The Administrative Agent may, upon 30 days notice to HVF and each of the
Conduit Investors, the Committed Note Purchasers and the Funding Agents, and
the Administrative Agent will, upon the direction of Investor Groups holding
more than 75% of the Series 2009-1 Maximum Principal Amount, resign as
Administrative Agent.  If the
Administrative Agent shall resign, then the Investor Groups, during such 30-day
period, shall appoint an Affiliate of a member of the Investor Groups as a
successor agent.  If for any reason no
successor Administrative Agent is appointed by the Investor Groups during such
30-day period, then effective upon the expiration of such 30-day period, HVF
shall make all payments (as they come due or are required to be paid) in
respect of the Aggregate Unpaids or under any fee letter delivered in
connection herewith directly to the Funding Agents and for all purposes shall
deal directly with the Funding Agents. 
After any retiring Administrative Agent’s resignation hereunder as
Administrative Agent, the provisions of Section 9.05 and this Article V
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Administrative Agent under this Agreement.


 


SECTION 5.08  
Authorization and Action of Funding Agents.  Each Conduit Investor and each Committed Note
Purchaser is hereby deemed to have designated and appointed the Funding Agent
set forth next to such Conduit Investor’s name, or if there is no Conduit
Investor with respect to any Investor Group, the


 


22

















 


Committed
Note Purchaser’s name with respect to such Investor Group, on Schedule I
hereto as the agent of such Person hereunder, and hereby authorizes such
Funding Agent to take such actions as agent on its behalf and to exercise such
powers as are delegated to such Funding Agent by the terms of this Agreement
together with such powers as are reasonably incidental thereto.  Each Funding Agent shall not have any duties
or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with the related Investor Group, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities on the part of
such Funding Agent shall be read into this Agreement or otherwise exist for
such Funding Agent.  In performing its
functions and duties hereunder, each Funding Agent shall act solely as agent
for the related Investor Group and does not assume nor shall it be deemed to
have assumed any obligation or relationship of trust or agency with or for HVF
or any of its successors or assigns. 
Each Funding Agent shall not be required to take any action that exposes
such Funding Agent to personal liability or that is contrary to this Agreement
or Applicable Law.  The appointment and
authority of the Funding Agent hereunder shall terminate upon the indefeasible
payment in full of the Aggregate Unpaids.


 


SECTION 5.09  
Delegation of Duties.  Each
Funding Agent may execute any of its duties under this Agreement by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  Each Funding Agent shall not be responsible
for the negligence or misconduct of any agents or attorneys-in-fact selected by
it with reasonable care.


 


SECTION 5.10  
Exculpatory Provisions.  No
Funding Agent nor any of its directors, officers, agents or employees shall be (a) liable
for any action lawfully taken or omitted to be taken by it or them under or in
connection with this Agreement (except for its, their or such Person’s own
gross negligence or willful misconduct), or (b) responsible in any manner
to the related Investor Group for any recitals, statements, representations or
warranties made by HVF contained in this Agreement or in any certificate,
report, statement or other document referred to or provided for in, or received
under or in connection with, this Agreement, or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other document furnished in connection herewith, or for any failure of HVF
to perform its obligations hereunder, or for the satisfaction of any condition
specified in Article VII.  No
Funding Agent shall be under any obligation to the related Investor Group to
ascertain or to inquire as to the observance or performance of any of the
agreements or covenants contained in, or conditions of, this Agreement, or to inspect
the properties, books or records of HVF. 
No Funding Agent shall be deemed to have knowledge of any Amortization
Event, Potential Amortization Event, Liquidation Event of Default or Limited
Liquidation Event of Default unless such Funding Agent has received notice from
HVF or the related Investor Group.


 


SECTION 5.11  
Reliance.  Each Funding Agent
shall in all cases be entitled to rely, and shall be fully protected in
relying, upon any document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of the Administrative Agent and legal counsel
(including, without limitation, counsel to HVF),


 


23

















 


independent
accountants and other experts selected by such Funding Agent.  Each Funding Agent shall in all cases be
fully justified in failing or refusing to take any action under this Agreement
or any other document furnished in connection herewith unless it shall first
receive such advice or concurrence of the related Investor Group as it deems
appropriate or it shall first be indemnified to its satisfaction by the related
Investor Group, provided that unless and until such Funding Agent shall
have received such advice, such Funding Agent may take or refrain from taking
any action, as such Funding Agent shall deem advisable and in the best
interests of the related Investor Group. 
Each Funding Agent shall in all cases be fully protected in acting, or
in refraining from acting, in accordance with a request of the related Investor
Group and such request and any action taken or failure to act pursuant thereto
shall be binding upon the related Investor Group.


 


SECTION 5.12  
Non-Reliance on the Funding Agent and Other Purchasers.  Each Investor Group expressly acknowledges
that neither its related Funding Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates has made any representations
or warranties to it and that no act by such Funding Agent hereafter taken,
including, without limitation, any review of the affairs of HVF, shall be
deemed to constitute any representation or warranty by such Funding Agent.  Each Investor Group represents and warrants
to its related Funding Agent that it has and will, independently and without
reliance upon such Funding Agent and based on such documents and information as
it has deemed appropriate, made its own appraisal of and investigation into the
business, operations, property, prospects, financial and other conditions and
creditworthiness of HVF and made its own decision to enter into this Agreement.


 


SECTION 5.13  
The Funding Agent in its Individual Capacity.  Each Funding Agent and any of its Affiliates
may make loans to, accept deposits from, and generally engage in any kind of
business with HVF or any Affiliate of HVF as though such Funding Agent were not
a Funding Agent hereunder.


 


SECTION 5.14  
Successor Funding Agent.  Each
Funding Agent will, upon the direction of the related Investor Group, resign as
such Funding Agent.  If such Funding
Agent shall resign, then the related Investor Group shall appoint an Affiliate
of a member of the related Investor Group as a successor agent.  If for any reason no successor Funding Agent
is appointed by the related Investor Group, then effective upon the resignation
of such Funding Agent, HVF shall make all payments (as they come due or are
required to be paid) in respect of the Aggregate Unpaids due to such Investor
Group or under any fee letter delivered in connection herewith directly to such
Investor Group and for all purposes shall deal directly with such Investor
Group.  After any retiring Funding Agent’s
resignation hereunder as Funding Agent, subject to the limitations set forth
herein, the provisions of Section 9.05 and this Article V
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Funding Agent under this Agreement.


 


24

















 


ARTICLE VI


REPRESENTATIONS AND WARRANTIES


 


SECTION 6.01  
HVF.  HVF represents and warrants
to each Conduit Investor and each Committed Note Purchaser that each of its
representations and warranties in the Base Indenture and, other than any such
representation or warranty relating solely to any Segregated Series, the other Series 2009-1
Related Documents is true and correct and further represents and warrants to
such parties that:


 


(a)                                  no Amortization
Event with respect to any Series of Notes, Liquidation Event of Default or
Limited Liquidation Event of Default with respect to any Series of Notes
or event which, with the giving of notice or the passage of time or both would
constitute any of the foregoing, has occurred and is continuing;


 


(b)                                 assuming each
Conduit Investor or other purchaser of the Series 2009-1 Notes hereunder
is not purchasing with a view toward further distribution and there has been no
general solicitation or general advertising within the meaning of the
Securities Act, and further assuming that the representations and warranties of
each Conduit Investor set forth in Section 6.03 of this Agreement
are true and correct, the offer and sale of the Series 2009-1 Notes in the
manner contemplated by this Agreement is a transaction exempt from the
registration requirements of the Securities Act, and the Base Indenture is not
required to be qualified under the Trust Indenture Act;


 


(c)                                  HVF has
furnished to the Administrative Agent true, accurate and complete copies of all
other Related Documents (excluding Series Supplements and other Related
Documents relating solely to a Series of Indenture Notes other than the Series 2009-1
Notes) to which it is a party as of the Series 2009-1 Closing Date, all of
which Related Documents are in full force and effect as of the Series 2009-1
Closing Date and no terms of any such agreements or documents have been
amended, modified or otherwise waived as of such date, other than such
amendments, modifications or waivers about which HVF has informed each Funding
Agent; and


 


(d)                                 as of the Series 2009-1
Closing Date, no written information furnished by HVF or any of its Affiliates,
agents or representatives to the Conduit Investors, the Committed Note
Purchasers, the Administrative Agent or the Funding Agents for purposes of or
in connection with this Agreement, including, without limitation, any
information relating to the Collateral, is inaccurate in any material respect,
or contains any material misstatement of fact, or omits to state a material
fact or any fact necessary to make the statements contained therein not
misleading, in each case as of the date such information was stated or
certified.


 


SECTION 6.02  
Administrator.  The Administrator
represents and warrants to each Conduit Investor and each Committed Note
Purchaser that:


 


(a)                                  each representation
and warranty made by it in each Related Document (other than any Related
Document relating solely to a Series of Indenture Notes other than the Series 2009-1
Notes) to which it is a party


 


25














 


(including any
representations and warranties made by it as Administrator) is true and correct
in all material respects as of the date originally made, as of the date hereof
and as of the Series 2009-1 Closing Date (unless stated to relate solely
to an earlier date, in which case such representations and warranties shall be
true and correct as of such earlier date); and


 


(b)                                 (i) the
audited consolidated balance sheet of The Hertz Corporation and its
Consolidated Subsidiaries as of December 31, 2008 and the related
statements of income, stockholders equity and cash flows for the year ending on
such date and (ii) the unaudited condensed consolidated balance sheet of
The Hertz Corporation and its Consolidated Subsidiaries as of June 30,
2009 and the related statements of income, stockholders equity and cash flows
for the six months ending on such date (including in each case the schedules
and notes thereto) (the “Financial Statements”), have been prepared in
accordance with GAAP and  present fairly
the financial position of The Hertz Corporation and its Consolidated
Subsidiaries as of the date thereof and the results of their operations and
their cash flows for the periods covered thereby.


 


SECTION 6.03  
Conduit Investors.  Each of the
Conduit Investors and each of the Committed Note Purchasers represents and
warrants to HVF and the Administrator, as of the date hereof (or as of a
subsequent date on which a successor or assign of a Conduit Investor or a
Committed Note Purchaser shall become a party hereto), that:


 


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


 


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


 


(c)                                  it is
purchasing the Series 2009-1 Notes for its own account, or for the account
of one or more “accredited investors” within the meaning of Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act that meet
the criteria described in subsection (b) and for which it is acting
with complete investment discretion, for investment purposes only and not with
a view to distribution, subject, nevertheless, to the understanding that the
disposition of its property shall at all times be and remain within its
control;


 


(d)                                 it understands
that the Series 2009-1 Notes have not been and will not be registered or
qualified under the Securities Act or any applicable state securities laws or
the securities laws of any other jurisdiction and is being offered only in a
transaction not involving any public offering within the meaning of the


 


26

















 


Securities Act and may not
be resold or otherwise transferred unless so registered or qualified or unless
an exemption from registration or qualification is available, that HVF is not
required to register the Series 2009-1 Notes, and that any transfer must
comply with provisions of Section 2.8 of the Base Indenture;


 


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


 


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


 


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


 


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


 


27

















 


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


 


ARTICLE VII


CONDITIONS


 


SECTION 7.01  
Conditions to Issuance.  Each
Conduit Investor has no obligation to purchase the Series 2009-1 Notes
hereunder on the Series 2009-1 Closing Date unless:


 


(a)                                  the Base
Indenture and the Series 2009-1 Supplement shall be in full force and
effect as of such Series 2009-1 Closing Date;


 


(b)                                 as of such Series 2009-1
Closing Date, the Funding Agents shall have received copies of (i) the
Certificate of Incorporation and By-Laws of Hertz and the certificate of
formation and limited liability company agreement of each of HVF and the
Nominee certified by the Secretary of State of the state of incorporation or
organization, as the case may be, (ii) board of directors resolutions of
HVF, Hertz and the Nominee with respect to the transactions contemplated by the
Series 2009-1 Supplement and this Agreement, and (iii) an incumbency
certificate of HVF, Hertz and the Nominee, each certified by the secretary or
equivalent officer of the related entity in form and substance reasonably
satisfactory to the Administrative Agent;


 


(c)                                  on such Series 2009-1
Closing Date, each Conduit Investor, or if there is no Conduit Investor with
respect to any Investor Group, the Committed Note Purchaser with respect to
such Investor Group, shall have received a letter, in form and substance
reasonably satisfactory to it, from Moody’s stating that an explicit public long
term credit rating of “Aa2” has been assigned to the Series 2009-1 Notes;


 


(d)                                 as of such Series 2009-1
Closing Date, each Conduit Investor and each Committed Note Purchaser shall
have received opinions of counsel (i) from Weil, Gotshal & Manges
LLP, or other counsel acceptable to the Conduit Investors and the Committed
Note Purchasers, with respect to such matters as any such Conduit Investor or
Committed Note Purchaser shall reasonably request (including, without
limitation, regarding non-consolidation, true lease, true-sale and UCC security
interest matters, tax and no-conflicts), (ii) from counsel to the Trustee
acceptable to the Conduit Investors and the Committed Note Purchasers with
respect to such matters as any such Conduit Investor or Committed Note
Purchaser shall reasonably request, and (iii) from counsel to each Series 2009-1
Letter of Credit Provider, if any, with respect to such matters as any such
Conduit Investor or Committed Note Purchaser shall reasonably request;


 


(e)                                  as of such Series 2009-1
Closing Date, each Conduit Investor and each Committed Note Purchaser shall
have received copies of the documents


 


28

















 


specified in Section 2.2(b) of
the Base Indenture relating to the issuance of the Series 2009-1 Notes;


 


(f)                                    at the time of
such issuance, all conditions to the issuance of the Series 2009-1 Notes
under the Series 2009-1 Supplement and under Section 2.2 of the Base
Indenture shall have been satisfied or waived;


 


(g)                                 as of such Series 2009-1
Closing Date, the Administrative Agent shall have received evidence
satisfactory to them of the completion of all UCC filings as may be necessary
to perfect or evidence the assignment by HVF to the Trustee or the Collateral
Agent on behalf of the Trustee of its interests in the Collateral, the proceeds
thereof and the security interests granted pursuant to the Base Indenture and
the Collateral Agency Agreement;


 


(h)                                 as of such Series 2009-1
Closing Date, the Administrative Agent shall have received a written search
report listing all effective financing statements that name HVF, HGI, Hertz or
the Nominee as debtor or assignor and that are filed in the State of Delaware
and in any other jurisdiction that the Administrative Agent determines is
necessary or appropriate, together with copies of such financing statements,
and tax and judgment lien searches showing no such liens that are not permitted
by the Base Indenture, the Series 2009-1 Supplement, this Agreement or the
other Related Documents; and


 


(i)                                     each Committed
Note Purchaser shall have received payment of the Up-Front Fee, in each case,
as of the Series 2009-1 Closing Date.


 


SECTION 7.02  
Conditions to Initial Borrowing. 
The obligation of the Conduit Investors, or if there is no Conduit
Investor with respect to any Investor Group, the Committed Note Purchaser with
respect to such Investor Group, to fund the initial Borrowing hereunder shall
be subject to the satisfaction of the conditions precedent that each Funding
Agent shall have received a duly executed and authenticated Series 2009-1
Note registered in its name or in such other name as shall have been directed
by the applicable Committed Note Purchaser and stating that the principal
amount thereof shall not exceed the Maximum Investor Group Principal Amount of
such Funding Agent’s Investor Group and HVF shall have paid all fees required
to be paid by it on the Series 2009-1 Closing Date, including all fees
required hereunder.


 


SECTION 7.03  
Conditions to Each Borrowing.  The
election of each Conduit Investor to fund, and the obligation of each Committed
Note Purchaser to fund, any Borrowing on any day (including the initial
Borrowing) shall be subject to the conditions precedent that on the date of the
Borrowing, before and after giving effect thereto and to the application of any
proceeds therefrom, the following statements shall be true:


 


(a)                                  (i) the
representations and warranties of HVF set out in this Agreement (with the
exception of Sections 6.01(a) (to the extent such representations
and warranties relate to any Series of Indenture Notes other than


 


29

















 


the Series 2009-1
Notes), 6.01(b) and 6.01(d), which shall have been true and
accurate in all respects on the Series 2009-1 Closing Date), (ii) the
representations and warranties of the Administrator set out in this Agreement
(with the exception of Section 6.02(a), which shall have been true
and accurate on the dates specified therein), and (iii) the
representations and warranties of HVF, the Nominee and the Administrator set
out in the Related Documents (other than this Agreement and the Series Supplements
and Related Documents relating solely to a Series of Indenture Notes other
than the Series 2009-1 Notes) to which each is a party, in each such case,
shall be true and accurate as of the date of the Borrowing with the same effect
as though made on that date (unless stated to relate solely to an earlier date,
in which case such representations and warranties shall be true and correct as
of such earlier date);


 


(b)                                 the Series 2009-1
Rapid Amortization Period has not commenced;


 


(c)                                  the related
Funding Agent shall have received (i) an executed advance request in the
form of Exhibit A hereto (each such request, an “Advance Request”)
certifying as to the current Aggregate Asset Amount and the Series 2009-1
Enhancement Amount and (ii) in the case of any Borrowing occurring on or
after the date the Monthly Noteholder Statement relating to the October 2009
Payment Date is required to be delivered, the Monthly Noteholders’ Statement
for the Series 2009-1 Notes for the Related Month immediately preceding
the date of such Borrowing;


 


(d)                                 all conditions
to such Borrowing specified in Section 2.02(a) of this
Agreement shall have been satisfied;


 


(e)                                  subject to Section 8.7(b) of
the Base Indenture, the Series 2009-1 Related Documents shall be in full
force and effect; and


 


(f)                                    HVF shall have
acquired and shall be maintaining in force one or more Series 2009-1
Interest Rate Caps in accordance with Section 3.12 of the Series 2009-1
Supplement.


 


The giving of any notice
pursuant to Section 2.03 shall constitute a representation and
warranty by HVF and the Administrator that all conditions precedent to such
Borrowing have been satisfied.


 


ARTICLE VIII


COVENANTS


 


SECTION 8.01   Covenants.  HVF and the Administrator
each severally covenants and agrees that, until the Series 2009-1 Notes
have been paid in full and the Term has expired, it will:


 


(a)                                  duly and timely
perform all of its covenants (both affirmative and negative) and obligations
under each Related Document to which it is a party;


 


30

















 


(b)                                 not, except as
contemplated by Section 3.2(a) of the Base Indenture or clauses (iii) through
(viii) of Section 12.1(a) of the Base Indenture,  amend, modify, waive or give any approval,
consent or permission under, any provision of the Base Indenture or any other Series 2009-1
Related Document to which it is a party or agree to terminate, or surrender or
assign any rights or obligations under, any Series 2009-1 Related Document
to which it is a party unless (i) any such amendment, modification,
waiver, approval, consent, permission, termination, surrender or assignment is
in writing and made in accordance with the terms of the Base Indenture or such
other Series 2009-1 Related Document, as applicable; and (ii) if such
amendment, modification, waiver, approval, consent, permission, termination,
surrender or assignment affects the Series 2009-1 Noteholders, Series 2009-1
Noteholders holding more than 50% of the Series 2009-1 Principal Amount
have consented thereto (whether or not, for the avoidance of doubt, any
Indenture Noteholder has a right to consent to such action under the applicable
Series 2009-1 Related Document); provided, that in any such case,
if the Base Indenture, the Series 2009-1 Supplement or any other Series 2009-1
Related Document requires the consent of each affected Noteholder or a higher
percentage of Noteholders, such unanimous consent or the consent of such higher
percentage of Noteholders shall be obtained prior to such amendment,
modification, waiver, approval, consent, permission, termination, surrender or
assignment; provided further that HVF and the Administrator
agree that any amendment or modification described in Section 12.2(b)(i) (which,
for the avoidance of doubt, includes amendments or modifications to any Series 2009-1
Maximum Amount), 12.2(b)(ii), 12.2(b)(iii) and 12.2(b)(iv) of the
Base Indenture which affects the Series 2009-1 Noteholders shall require
the consent of Series 2009-1 Noteholders holding 100% of the Series 2009-1
Principal Amount; provided further prior to entering into,
granting or effecting any amendment, modification, waiver, approval, consent,
permission, termination, surrender or assignment described in this Section 8.01(b) without
the consent of Series 2009-1 Noteholders holding more than 50% of the Series 2009-1
Principal Amount (or the consent of Series 2009-1 Noteholders holding such
higher percentage of the Series 2009-1 Principal Amount or all Series 2009-1
Noteholders, as applicable, pursuant to the two immediately preceding
provisos), HVF shall deliver to the Trustee and each Funding Agent an Officer’s
Certificate executed by an Authorized Officer of HVF and cause to be delivered
an Opinion of Counsel (which may be based on an Officer’s Certificate) issued
by a law firm of nationally recognized standing confirming, in each case, that
such amendment, modification, waiver, approval, consent, permission,
termination, surrender or assignment does not affect the Series 2009-1
Noteholders.


 


(c)                                  (i) at the
same time any report, notice, certificate, opinion  (other
than any bankruptcy timing memorandum) or other document (other than any such
reports, notices, certificates, opinions or other documents relating solely to
any Segregated Series of Notes) is provided to the Rating Agencies and/or
the Trustee, or caused to be provided, by HVF or the Administrator under the
Base Indenture (including, without limitation, under Sections 8.8, 8.9
and/or 8.12 thereof), or under the Series 2009-1 Supplement or this
Agreement, provide the


 


31

















 


Administrative Agent (who
shall provide a copy thereof to the Committed Note Purchasers and the Conduit
Investors) with a copy of such report, notice, certificate, opinion (other than
any bankruptcy timing memorandum) or other document; provided, however,
that neither the Administrator nor HVF shall have any obligation under this Section 8.01(c) to
deliver to the Administrative Agent copies of any Monthly Noteholders’
Statements which relate solely to a Series of Indenture Notes other than
the Series 2009-1 Notes and (ii) provide the Administrative Agent and
each Funding Agent such other information (including financial information),
documents, records or reports respecting the Collateral, HVF or the
Administrator as the Administrative Agent or any Funding Agent may from time to
time reasonably request;


 


(d)                                 at any time and
from time to time, following reasonable prior notice from the Administrative
Agent or any Funding Agent, and during regular business hours, permit the
Administrative Agent or any Funding Agent, or their respective agents or
representatives (including any independent public accounting firm or other third
party auditors) or permitted assigns, access to the offices of, the
Administrator, Hertz, HVF, the Intermediary and the Nominee, as applicable, (i) to
examine and make copies of and abstracts from all documentation relating to the
Series 2009-1 Collateral on the same terms as are provided to the Trustee
under Section 8.6 of the Base Indenture, and (ii) to visit the
offices and properties of, the Administrator, Hertz, HVF, the Intermediary and
the Nominee for the purpose of examining such materials described in clause (i) above,
and to discuss matters relating to the Series 2009-1 Collateral, or the
administration and performance of the Base Indenture, the Series 2009-1
Supplement and the other Series 2009-1 Related Documents with any of the
officers or employees of, the Administrator, Hertz, HVF, the Intermediary
and/or the Nominee, as applicable, having knowledge of such matters; provided
that (i) prior to the occurrence of an Amortization Event or Potential
Amortization Event, in each case, with respect to the Series 2009-1 Notes,
one such visit per annum coordinated by the Administrative Agent and in which
each Funding Agent may participate shall be at HVF’s sole cost and expense and (ii) after
the occurrence and during the continuance of an Amortization Event or Potential
Amortization Event, in each case, with respect to the Series 2009-1 Notes,
each such visit shall be at HVF’s sole cost and expense.  Each party making a request pursuant to this Section 8.01(d) shall
simultaneously send a copy of such request to each of the Administrative Agent
and each Funding Agent, as applicable, so as to allow such other parties to
participate in the requested visit.


 


(e)                                  at any time and
from time to time, following reasonable prior notice from the Administrative
Agent, cooperate with the Administrative Agent or its agents or representatives
(including any independent public accounting firm or other third party
auditors) or permitted assigns in conducting a review of any 10 Business Days
selected by the Administrative Agent (or its representatives or agents),
confirming (i) the information contained in the Daily Collection Report
for each such day and (ii) that the Collections described in each such
Daily Collection Report for each such day were applied correctly in accordance
with


 


32

















 


Article III of the Series 2009-1
Supplement (a “Cash Audit”); provided that such Cash Audits shall
be at HVF’s sole cost and expense (i) for no more than one such Cash Audit
per annum prior to the occurrence of an Amortization Event or Potential
Amortization Event, in each case, with respect to the Series 2009-1 Notes,
and (ii) for each such Cash Audit after the occurrence and during the
continuance of an Amortization Event or Potential Amortization Event, in each
case, with respect to the Series 2009-1 Notes.


 


(f)                                    On or prior to
the Payment Date occurring in May of each year, the Administrator shall
cause a firm of independent certified public accountants (reasonably acceptable
to both the Administrative Agent and the Administrator, which may be the
Administrator’s accountants) to deliver to the Administrative Agent and each
Funding Agent, a report (in form, substance and scope reasonably acceptable to
both the Administrative Agent and the Administrator) indicating that such firm
has examined the most recently delivered Monthly Noteholder Statement and
expressing such firm’s opinion that (a) the data reported, and
calculations set forth, in such Monthly Noteholder Statement are the data
required to be reported, and the calculations required to be made, in
accordance with the terms of the Series 2009-1 Series Supplement and
the other Related Documents and (b) the data reported in such Monthly
Noteholder Statement accurately reflects the data contained in the Servicer’s
systems and other applicable source records (a “Servicer Audit”); provided
that such Servicer Audits shall be at HVF’s sole cost and expense (i) for
no more than one such Servicer Audit per annum prior to the occurrence of an
Amortization Event or Potential Amortization Event, in each case, with respect
to the Series 2009-1 Notes and (ii) for each such Servicer Audit
after the occurrence and during the continuance of an Amortization Event or
Potential Amortization Event, in each case, with respect to the Series 2009-1
Notes.


 


(g)                                 not permit any
part of the proceeds of any Advance to be (x) used to purchase or carry
any Margin Stock or (y) loaned to others for the purpose of purchasing or
carrying any Margin Stock;


 


(h)                                 not permit any
amounts owed with respect to the Series 2009-1 Notes to be secured,
directly or indirectly, by any Margin Stock;


 


(i)                                     promptly
provide such additional financial and other information with respect to the
Related Documents (other than Series Supplements and Related Documents
relating solely to a Series of Notes other than the Series 2009-1
Notes), HVF, Hertz, the Intermediary or the Manufacturer Programs as the
Administrative Agent or any Funding Agent may from time to time reasonably
request;


 


(j)                                     on and after the Expected Final Payment Date, use all amounts allocated
to and available for distribution from each excess collection account in
respect of each Series of Notes to decrease, pro rata, the Series 2009-1
Principal


 


33

















 


Amount
and the principal amount of any other Series of Notes that is then
required to be paid;


 


(k)                                  during the Series 2009-1 Controlled Amortization Period, to the
extent necessary, use all amounts allocated to and available for distribution
from each excess collection account in respect of each Series of Notes to
pay the Series 2009-1 Controlled Amortization Amount on each related Series 2009-1
Controlled Amortization Payment Date and to decrease the principal amount of
any other Series of Notes that is then required to be paid on a pro rata
basis.


 


(l)                                     deliver to each
Funding Agent within 120 days after the end of each fiscal year of HVF, the
financial statements prepared pursuant to Section 8.24(d) of the Base
Indenture;


 


(m)                               in the case of
the Administrator, for so long as a Liquidation Event of Default or Limited
Liquidation Event of Default for any Series of Notes is continuing,
furnish or cause the Servicer to furnish to the Administrative Agent and each Series 2009-1
Noteholder, the Fleet Report, prepared in accordance with Section 2.4(d) of
the Collateral Agency Agreement (which may be on a diskette or other electronic
medium);


 


(n)                                 agree to take
any and all acts and to execute any and all further instruments necessary or
reasonably requested by the Administrative Agent to more fully effect the
purposes of this Agreement;


 


(o)                                 in the case of
HVF, not issue (x) a Segregated Non-Collateral Agency Series or (y) a
subordinated Series of Indenture Notes which is wholly subordinated to
each Series of Indenture Notes Outstanding, in each case, without the
prior written consent of Series 2009-1 Noteholders holding more than 50%
of the Series 2009-1 Principal Amount;


 


(p)                                 not enter into
any agreement substantially similar in substance to the Administration
Agreement with respect to any issuance of a Segregated Series without the
prior written consent of Series 2009-1 Noteholders holding more than 50%
of the Series 2009-1 Principal Amount, unless (i) the administrator
pursuant to such agreement is Hertz and (ii) such agreement is in form and
substance substantially the same as the Administration Agreement in all
material respects;


 


(q)                                 not appoint or
agree to the appointment of any successor Administrator (other than the Back-Up
Administrator) without the prior written consent of Series 2009-1
Noteholders holding more than 50% of the Series 2009-1 Principal Amount;


 


(r)                                    not amend the
Back-Up Disposition Agent Agreement in a manner that materially adversely
affect the Series 2009-1 Noteholders, as determined by the Administrative
Agent in its sole discretion, without the prior written consent of Series 2009-1
Noteholders holding more than 50% of the Series 2009-1 Principal Amount;


 


34














 


(s)           (x) not remove any
Independent Director of the Nominee or HVF (as defined in the LLC Agreement or
the HVF LLC Agreement, respectively), without (i) delivering an Officer’s
Certificate to the Administrative Agent certifying that the replacement Independent
Director of the applicable entity satisfies the definition of “Independent
Director” in LLC Agreement and the HVF LLC Agreement, as applicable and (ii) obtaining
the prior written consent of the Administration Agent (not to be unreasonably
withheld or delayed), in each case, no later than 10 Business Days prior to the
effectiveness of such removal and (y) not replace any Independent Director
of the Nominee or HVF (as defined in the LLC Agreement or the HVF LLC
Agreement, respectively) unless (i) it has obtained the prior written
consent of the Administration Agent (not to be unreasonably withheld or
delayed) or (ii) such replacement Independent Director is an officer,
director or employee of an entity that provides, in the ordinary course of  its business, advisory, management or
placement services to issuers of securitization or structured finance
instruments, agreements or securities and otherwise meets the applicable
definition of Independent Director;


 


(t)            within 45 days following the
end of each calendar quarter, provide to the Trustee, the Administrative Agent,
each Funding Agent and each Committed Note Purchaser, a report containing the
information set forth in, and substantially in the form of, Exhibit E
hereto;


 


(u)           within five Business Days of
the execution of any amendment or modification of this Agreement or any Series 2009-1
Related Document or the Back-Up Disposition Agent Agreement, the Administrator
shall provide written notification of such amendment or modification to each
Rating Agency and Standard & Poor’s; and


 


(v)           for so long as any Series 2009-1
Commercial Paper is being rated by Standard & Poor’s,  neither the Administrator nor HVF shall
invest, or direct the investment of, any funds on deposit in any Series 2009-1
Series Account, the Series 2009-1 Cash Collateral Account or the Series 2009-1
Reserve Account in a Permitted Investment that is a Permitted Investment
pursuant to clause (viii) of the definition thereof (an “Additional
Permitted Investment”), unless the Administrator shall have received
confirmation in writing from Standard & Poor’s that the investment of
such funds in an Additional Permitted Investment will not cause the rating on
such Series 2009-1 Commercial Paper being rated by Standard &
Poor’s to be reduced or withdrawn.


 


ARTICLE IX


MISCELLANEOUS PROVISIONS


 


SECTION 9.01  
Amendments.  Subject to any
provision of the Base Indenture or the Series 2009-1 Supplement requiring
the consent of each affected Noteholder or of a higher percentage of
Noteholders, no amendment to or waiver of any 


 


35

















 


provision
of this Agreement, nor consent to any departure by the Administrator or HVF,
shall in any event be effective unless the same shall be in writing and signed
by the Administrator, HVF, Conduit Investors and Committed Note Purchasers
holding more than 662/3% of the Series 2009-1
Notes and the Commitment, respectively, and in the case of any material
amendments (as reasonably determined by the Administrative Agent), receipt of
written confirmation from each rating agency then rating the Series 2009-1
Notes and the Series 2009-1 Commercial Paper that such amendment will not
result in the reduction or withdrawal of the then current ratings in respect of
the Series 2009-1 Notes or the Series 2009-1 Commercial Paper, as
applicable; provided, however, that the consent of each Conduit
Investor and each Committed Note Purchaser shall be required for and amendment
or modification that (A) extends the due date for, or reduces the amount of
any scheduled repayment or prepayment of principal of or interest on the Series 2009-1
Notes (or reduces the principal amount of or rate of interest on the Series 2009-1
Notes or otherwise changes the manner in which interest is calculated); (B) affects
adversely the interests, rights or obligations of any Conduit Investor or
Committed Note Purchaser individually in comparison to any other Conduit
Investor or Committed Note Purchaser; (C) relates to or alters the pro
rata treatment of payments to and Advances by the Conduit Investors and
Committed Note Purchasers; (D) amends or modifies this Section 9.01
or Section 8.01(b) or otherwise amends or modifies any provision
relating to the amendment or modification of this Agreement, or, pursuant to
the Related Documents, would require the consent of 100% of the Series 2009-1
Noteholders or each Series 2009-1 Noteholder affected by such amendment or
modification; (E) would approve the assignment or transfer by HVF of any
of its rights or obligations hereunder; (F) releases HVF of any obligation
hereunder; (G) would reduce, modify or amend any indemnities in favor of
any Conduit Investors, Committed Note Purchasers or Funding Agents; (H) would
amend or modify and of the following defined terms or any defined terms
contained therein: “Commitment”, “Commitment Amount”, “Commitment Percentage”, “Conduit
Assignee”, “CP Rate”, “Eurodollar Advance”, “Eurodollar Interest Period”, “Eurodollar
Rate”, “Eurodollar Rate (Reserve Adjusted)”, “Investor Group Principal Amount”,
“Maximum Investor Group Principal Amount”, “Prime Rate”, “Program Fee”, “Series 2009-1
Base Rate”, “Series 2009-1 Commitment Termination Date”, “Undrawn Fee” or “Up-Front
Fee”; (I) would alter any of the conditions precedent to any Advance; or (J) would
amend or modify Sections 2.03, 2.05, 2.06, 2.07, 3.01, 3.02 or 9.17 or Article VII;
provided, further that Article V may not be amended or
modified without the consent of the Administrative Agent.


 


SECTION 9.02  
No Waiver; Remedies.  Any waiver,
consent or approval given by any party hereto shall be effective only in the
specific instance and for the specific purpose for which given, and no waiver
by a party of any breach or default under this Agreement shall be deemed a
waiver of any other breach or default. 
No failure on the part of any party hereto to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any right hereunder, or any abandonment or
discontinuation of steps to enforce the right, power or privilege, preclude any
other or further exercise thereof or the exercise of any other right.  No notice to or demand on any party hereto in
any case shall entitle such party to any other or further notice or demand in
the same, similar or other circumstances. 
The


 


36

















 


remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.


 


SECTION 9.03  
Binding on Successors and Assigns. 
This Agreement shall be binding upon, and inure to the benefit of, HVF,
the Administrator, the Committed Note Purchasers, the Conduit Investors, the
Administrative Agent and their respective successors and assigns; provided,
however, that neither HVF nor the Administrator may assign or transfer
its rights or obligations hereunder or in connection herewith or any interest
herein (voluntarily, by operation of law or otherwise) without the prior
written consent of each Committed Note Purchaser and each Conduit Investor; provided,
that nothing herein shall prevent HVF from assigning its rights to the Trustee
under the Base Indenture and the Series 2009-1 Supplement; provided,
further, that none of the Conduit Investors or the Committed Note
Purchasers may transfer, pledge, assign, sell participations in or otherwise
encumber its rights or obligations hereunder or in connection herewith or any
interest herein except as permitted under Section 6.03(g), Section 9.17
and this Section 9.03. 
Nothing expressed herein is intended or shall be construed to give any
Person other than the Persons referred to in the preceding sentence any legal
or equitable right, remedy or claim under or in respect of this Agreement.


 


(a)           Notwithstanding
any other provision set forth in this Agreement, each Conduit Investor or, if
there is no Conduit Investor with respect to any Investor Group, the Committed
Note Purchaser with respect to such Investor Group may at any time grant to one
or more Program Support Providers (or, in the case of a Conduit Investor, to its
related Committed Note Purchaser) a participating interest in or lien on, or
otherwise transfer and assign to one or more Program Support Providers (or, in
the case of a Conduit Investor, to its related Committed Note Purchaser), such
Conduit Investor’s or, if there is no Conduit Investor with respect to any
Investor Group, the related Committed Note Purchaser’s interests in the
Advances made hereunder and such Program Support Provider (or such Committed
Note Purchaser, as the case may be), with respect to its participating or
assigned interest, shall be entitled to the benefits granted to such Conduit
Investor or Committed Note Purchaser, as applicable, under this Agreement.


 


(b)           Notwithstanding
any other provision set forth in this Agreement, each Conduit Investor may at
any time, without the consent of HVF, transfer and assign all or a portion of
its rights in the Series 2009-1 Notes (and its rights hereunder and under
the Related Documents) to its related Committed Note Purchaser.  Furthermore, each Conduit Investor may at any
time grant a security interest in and lien on, all or any portion of its
interests under this Agreement, its Series 2009-1 Note and all Related
Documents to (i) its related Committed Note Purchaser, (ii) its
Funding Agent, (iii) any Program Support Provider who, at any time now or
in the future, provides program liquidity or credit enhancement, including
without limitation, an insurance policy for such Conduit Investor relating to
the Series 2009-1 Commercial Paper or the Series 2009-1 Notes, (iv) any
other Person who, at any time now or in the future, provides liquidity or
credit enhancement for the Conduit Investors, including without limitation, an
insurance policy relating to the Series 2009-1 Commercial Paper or the Series 2009-1
Notes or (v) any collateral trustee or collateral agent for any of the
foregoing; provided, however, any


 


37

















 


such security interest or lien shall be released upon
assignment of its Series 2009-1 Note to its related Committed Note
Purchaser.  Each Committed Note Purchaser
may assign its Commitment, or all or any portion of its interest under its Series 2009-1
Note, this Agreement and the Related Documents to any Person with the prior
written consent of HVF, such consent not to be unreasonably withheld.  Notwithstanding any other provisions set
forth in this Agreement, each Committed Note Purchaser may at any time create a
security interest in all or any portion of its rights under this Agreement, its
Series 2009-1 Note and the Related Documents in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System or any similar foreign entity.


 


SECTION 9.04  
Survival of Agreement.  All
covenants, agreements, representations and warranties made herein and in the Series 2009-1
Notes delivered pursuant hereto shall survive the making and the repayment of
the Advances and the execution and delivery of this Agreement and the Series 2009-1
Notes and shall continue in full force and effect until all interest on and
principal of the Series 2009-1 Notes and all other amounts owed to the
Conduit Investors, the Committed Note Purchasers, the Funding Agents and the
Administrative Agent hereunder and under the Series 2009-1 Supplement have
been paid in full and the commitment of the Committed Note Purchasers hereunder
has been terminated.  In addition, the
obligations of HVF, the Committed Note Purchasers and the Conduit Investors
under Sections  3.03, 3.04, 3.05, 3.06, 3.07,
3.08, 9.05, 9.10(b) and 9.11 shall survive the
termination of this Agreement.


 


SECTION 9.05   Payment of Costs and
Expenses; Indemnification.  (a)  Payment
of Costs and Expenses.  HVF agrees to
pay on demand all reasonable expenses of the Administrative Agent, each Funding
Agent, each Conduit Investor and each Committed Note Purchaser (including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel
to each Conduit Investor and each Committed Note Purchaser, if any, as well as the
fees and expenses of the Rating Agencies providing a rating in respect of any Series 2009-1
Commercial Paper) in connection with


 


(i)            the negotiation,
preparation, execution, delivery and administration of this Agreement and of
each other Related Document, including schedules and exhibits, and any
liquidity, credit enhancement or insurance documents of a Program Support
Provider with respect to a Conduit Investor relating to the Series 2009-1
Notes and any amendments, waivers, consents, supplements or other modifications
to this Agreement or any other Related Document as may from time to time
hereafter be proposed, whether or not the transactions contemplated hereby or
thereby are consummated, and


 


(ii)           the consummation of the
transactions contemplated by this Agreement and the other Related Documents.


 


HVF further agrees to pay,
and to save the Administrative Agent, each Funding Agent, each Conduit Investor
and each Committed Note Purchaser harmless from all liability for (i) any
breach by HVF of its obligations under this Agreement, (ii) all reasonable
costs  incurred by the Administrative
Agent, such Funding Agent, such Conduit Investor or


 


38

















 


such Committed Note
Purchaser (including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel to the Administrative Agent, such Funding Agent, such
Conduit Investor and such Committed Note Purchaser, if any) in enforcing this
Agreement and (iii) any stamp, documentary or other taxes which may be
payable in connection with the execution or delivery of this Agreement, any
Borrowing hereunder, or the issuance of the Series 2009-1 Notes or any
other Related Documents.  HVF also agrees
to reimburse the Administrative Agent, each Funding Agent, each Conduit
Investor and each Committed Note Purchaser upon demand for all reasonable
out-of-pocket expenses incurred by the Administrative Agent, such Funding
Agent, such Conduit Investor or such Committed Note Purchaser (including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel
to the Administrative Agent, such Funding Agent, such Conduit Investor and such
Committed Note Purchaser, if any and the reasonable fees and out-of-pocket
expenses of any third-party servicers and disposition agents) in connection
with (x) the negotiation of any restructuring or “work-out”, whether or
not consummated, of the Related Documents and (y) the enforcement of, or
any waiver or amendment requested under or with respect to, this Agreement or
any other of the Related Documents.


 


Without limiting the
foregoing, HVF shall have no obligation to reimburse any Committed Note
Purchaser and/or Conduit Investor for any of the fees and/or expenses incurred
by such Committed Note Purchaser and/or Conduit Investor with respect to its
sale or assignment of all or any part of its respective rights and obligations
under this Agreement and the Series 2009-1 Notes pursuant to Section 9.17;
provided, however, that HVF shall reimburse each Committed Note
Purchaser and/or Conduit Investor who purchased Series 2009-1 Notes on the
Series 2009-1 Closing Date for its reasonable legal and administrative
fees and expenses (excluding any fees and/or expenses payable to the Rating
Agencies) that were incurred by such Committed Note Purchaser or Conduit
Investor in connection with its assignment and/or sale of its rights under this
Agreement and such Series 2009-1 Notes within 180 days of the Series 2009-1
Closing Date.


 


(b)           Indemnification.  In consideration of
the execution and delivery of this Agreement by the Conduit Investors and the
Committed Note Purchasers, HVF hereby indemnifies and holds each Conduit
Investor and each Committed Note Purchaser and each of their officers,
directors, employees and agents (collectively, the “Indemnified Parties”)
harmless from and against any and all actions, causes of action, suits, losses,
costs, liabilities and damages, and reasonable expenses incurred in connection
therewith (irrespective of whether any such Indemnified Party is a party to the
action for which indemnification hereunder is sought and including, without
limitation, any liability in connection with the offering and sale of the Series 2009-1
Notes), including reasonable attorneys’ fees and disbursements (collectively,
the “Indemnified Liabilities”), incurred by the Indemnified Parties or
any of them (whether in prosecuting or defending against such actions, suits or
claims) to the extent resulting from, or arising out of, or relating to


 


(i)            any transaction financed or
to be financed in whole or in part, directly or indirectly, with the proceeds
of any Advance; or


 


39

















 


(ii)           the entering into and
performance of this Agreement and any other Related Document by any of the
Indemnified Parties,


 


except for any such
Indemnified Liabilities arising for the account of a particular Indemnified
Party by reason of the relevant Indemnified Party’s gross negligence or willful
misconduct.  If and to the extent that
the foregoing undertaking may be unenforceable for any reason, HVF hereby
agrees to make the maximum contribution to the payment and satisfaction of each
of the Indemnified Liabilities which is permissible under applicable law.  The indemnity set forth in this Section 9.05(b) shall
in no event include indemnification for any taxes (which indemnification is
provided in Section 3.08). 
HVF shall give notice to the Rating Agencies of any claim for
Indemnified Liabilities made under this Section.


 


(c)           Indemnification
of the Administrative Agent and each Funding Agent.  (i) In consideration of the execution
and delivery of this Agreement by the Administrative Agent and each Funding
Agent, HVF hereby indemnifies and holds the Administrative Agent and each
Funding Agent and each of their respective officers, directors, employees and
agents (collectively, the “Agent Indemnified Parties”) harmless from and
against any and all actions, causes of action, suits, losses, costs,
liabilities and damages, and reasonable expenses incurred in connection therewith
(irrespective of whether any such Agent Indemnified Party is a party to the
action for which indemnification hereunder is sought and including, without
limitation, any liability in connection with the offering and sale of the Series 2009-1
Notes), including reasonable attorneys’ fees and disbursements (collectively,
the “Agent Indemnified Liabilities”), incurred by the Agent Indemnified
Parties or any of them (whether in prosecuting or defending against such
actions, suits or claims) to the extent resulting from, or arising out of, or
relating to the entering into and performance of this Agreement and any other
Related Document by any of the Agent Indemnified Parties, except for any such
Agent Indemnified Liabilities arising for the account of a particular Agent
Indemnified Party by reason of the relevant Agent Indemnified Party’s gross
negligence or willful misconduct.  If and
to the extent that the foregoing undertaking may be unenforceable for any
reason, HVF hereby agrees to make the maximum contribution to the payment and
satisfaction of each of the Agent Indemnified Liabilities which is permissible
under applicable law.  The indemnity set
forth in this Section 9.05(c)(i) shall in no event include
indemnification for any taxes (which indemnification is provided in Section 3.08).  HVF shall give notice to the Rating Agencies
of any claim for Agent Indemnified Liabilities made under this section.


 


(ii)           In
consideration of the execution and delivery of this Agreement by the
Administrative Agent, each Funding Agent and each Committed Note Purchaser,
ratably according to its respective Commitment, hereby indemnifies and holds
the Administrative Agent and each of its officers, directors, employees and
agents (collectively, the “Administrative Agent Indemnified Parties”)
and each Funding Agent and each of its officers, directors, employees and
agents (collectively, the “Funding Agent Indemnified Parties”, and
together with the Administrative Agent Indemnified Parties, the “Agent
Indemnified Parties”) harmless from and against any and all actions, causes
of action, suits, losses, costs, liabilities and damages, and reasonable
expenses


 


40

















 


incurred
in connection therewith (solely to the extent not reimbursed by or on behalf of
HVF) (irrespective of whether any such Agent Indemnified Party is a party to
the action for which indemnification hereunder is sought and including, without
limitation, any liability in connection with the offering and sale of the Series 2009-1
Notes), including reasonable attorneys’ fees and disbursements (collectively,
the “Agent Indemnified Liabilities”), incurred by the Agent Indemnified
Parties or any of them (whether in prosecuting or defending against such
actions, suits or claims) to the extent resulting from, or arising out of, or
relating to the entering into and performance of this Agreement and any other
Related Document by any of the Agent Indemnified Parties, except for any such
Agent Indemnified Liabilities arising for the account of a particular Agent
Indemnified Party by reason of the relevant Agent Indemnified Party’s gross
negligence or willful misconduct.  If and
to the extent that the foregoing undertaking may be unenforceable for any
reason, each Funding Agent and each Committed Note Purchaser hereby agrees to
make the maximum contribution to the payment and satisfaction of each of the
Agent Indemnified Liabilities which is permissible under applicable law.  The indemnity set forth in this Section 9.05(c)(ii) shall
in no event include indemnification for any taxes (which indemnification is
provided in Section 3.08). 
Each Committed Note Purchaser shall give notice to the Rating Agencies
of any claim for Agent Indemnified Liabilities made under this section.


 


SECTION 9.06  
Characterization as Related Document; Entire Agreement.  This Agreement shall be deemed to be a
Related Document for all purposes of the Base Indenture and the other Related
Documents.  This Agreement, together with
the Base Indenture, the Series 2009-1 Supplement, the Program Fee Letter,
the Up-Front Fee Letter, the documents delivered pursuant to Section 7.01
and the other Related Documents, including the exhibits and schedules thereto,
contains a final and complete integration of all prior expressions by the
parties hereto with respect to the subject matter hereof and shall constitute
the entire agreement among the parties hereto with respect to the subject
matter hereof, superseding all previous oral statements and other writings with
respect thereto.


 


SECTION 9.07  
Notices.  All notices, amendments,
waivers, consents and other communications provided to any party hereto under
this Agreement shall be in writing and addressed, delivered or transmitted to
such party at its address or facsimile number set forth below its signature
hereto or at such other address or facsimile number as may be designated by
such party in a written notice to the other parties.  Any notice, if mailed and properly addressed
with postage prepaid or if properly addressed and sent by pre-paid courier
service, shall be deemed given when received; any notice, if transmitted by
facsimile, shall be deemed given when transmitted upon receipt of electronic
confirmation of transmission.


 


SECTION 9.08  
Severability of Provisions.  Any
covenant, provision, agreement or term of this Agreement that is prohibited or
is held to be void or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of the prohibition or
unenforceability without invalidating the remaining provisions of this
Agreement.


 


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SECTION 9.09  
Tax Characterization.  Each party
to this Agreement (a) acknowledges that it is the intent of the parties to
this Agreement that, for accounting purposes and for all Federal, state and
local income and franchise tax purposes, the Series 2009-1 Notes will be
treated as evidence of indebtedness, (b) agrees to treat the Series 2009-1
Notes for all such purposes as indebtedness and (c) agrees that the provisions
of the Related Documents shall be construed to further these intentions.


 


SECTION 9.10   No Proceedings;
Limited Recourse.  (a)  HVF.  Each of the parties hereto (other than HVF)
hereby covenants and agrees that, prior to the date which is one year and one
day after the payment in full of any Indenture Notes issued by HVF pursuant to
the Base Indenture, it will not institute against or join with, encourage or
cooperate with any other Person in instituting against, HVF, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any Federal or state bankruptcy or similar law, all as more
particularly set forth in Section 13.15 of the Base Indenture and subject
to any retained rights set forth therein; provided, however, that
nothing in this Section 9.10(a) shall constitute a waiver of
any right to indemnification, reimbursement or other payment from HVF pursuant
to this Agreement, the Series 2009-1 Supplement or the Base
Indenture.  In the event that a Committed
Note Purchaser (solely in its capacity as such) or a Conduit Investor (solely
in its capacity as such) takes action in violation of this Section 9.10(a),
HVF agrees that it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such a petition by any such Person against HVF
or the commencement of such action and raise the defense that such Person has
agreed in writing not to take such action and should be estopped and precluded
therefrom and such other defenses, if any, as its counsel advises that it may
assert.  The provisions of this Section 9.10(a) shall
survive the termination of this Agreement. 
Nothing contained herein shall preclude participation by a Committed
Note Purchaser or a Conduit Investor in assertion or defense of its claims in
any such proceeding involving HVF.  The
obligations of HVF under this Agreement are solely the limited liability
company obligations of HVF.  In addition,
each of the parties hereto agrees that all fees, expenses and other costs
payable hereunder by HVF shall be payable only to the extent set forth in Section 13.16
of the Base Indenture and that all other amounts owed to them by HVF shall be
payable solely from amounts that become available for payment pursuant to the
Base Indenture and the Series 2009-1 Supplement.


 


(b)           The
Conduit Investors.  Each of the parties hereto hereby covenants
and agrees that it will not, prior to the date which is one year and one day
after the payment in full of the latest maturing Series 2009-1 Commercial
Paper or other debt securities or instruments issued by a Conduit Investor,
institute against, or join with any other Person in instituting against, such
Conduit Investor, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any Federal or state
bankruptcy or similar law, subject to any retained rights set forth therein; provided,
however, that nothing in this Section 9.10(b) shall
constitute a waiver of any right to indemnification, reimbursement or other
payment from such Conduit Investor pursuant to this Agreement, the Series 2009-1
Supplement or the Base Indenture.  In the
event that HVF, the Administrator, a Committed Note Purchaser (solely in its
capacity as such) or Hertz takes action in violation of this Section 9.10(b),
such related Conduit Investor may file an answer with the bankruptcy court or
otherwise properly contest the


 


42

















 


filing of such a petition by any such Person against such
Conduit Investor or the commencement of such action and raise the defense that
such Person has agreed in writing not to take such action and should be
estopped and precluded therefrom and such other defenses, if any, as its
counsel advises that it may assert.  The
provisions of this Section 9.10(b) shall survive the
termination of this Agreement.  Nothing
contained herein shall preclude participation by HVF, the Administrator, a
Committed Note Purchaser or Hertz in assertion or defense of its claims in any
such proceeding involving a Conduit Investor. 
The obligations of the Conduit Investors under this Agreement are solely
the corporate obligations of the Conduit Investors.  No recourse shall be had for the payment of
any amount owing in respect of this Agreement, including any obligation or
claim arising out of or based upon this Agreement, against any stockholder,
employee, officer, agent, director, member, affiliate or incorporator of any
Conduit Investor; provided, however, nothing in this Section 9.10(b) shall
relieve any of the foregoing Persons from any liability which any such Person
may otherwise have for its gross negligence or willful misconduct.


 


Notwithstanding any
provisions contained in this Agreement to the contrary, the Conduit Investors shall
not, and shall not be obligated to, fund or pay any amount pursuant to this
Agreement or the Series 2009-1 Notes unless (i) the respective
Conduit Investor has received funds which may be used to make such funding or
other payment and which funds are not required to repay any of the commercial
paper notes (“CP Notes”) issued by such Conduit Investor when due and (ii) after
giving effect to such funding or payment, either (x) such Conduit Investor
could issue CP Notes to refinance all of its outstanding CP Notes (assuming
such outstanding CP Notes matured at such time) in accordance with the program
documents governing its commercial paper program or (y) all of the CP
Notes are paid in full.  Any amount which
a Conduit Investor does not pay pursuant to the operation of the preceding
sentence shall not constitute a claim (as defined in Section 101 of the
Bankruptcy Code) against or obligation of such Conduit Investor for any such
insufficiency.


 


SECTION 9.11  
Confidentiality.  Each Committed
Note Purchaser and each Conduit Investor agrees that it shall not disclose any
Confidential Information to any Person without the prior written consent of the
Administrator and HVF, other than (a) to their Affiliates and their
officers, directors, employees, agents and advisors (including, without
limitation, legal counsel and accountants) and to actual or prospective
assignees and participants, and then only on a confidential basis, (b) as
requested by a court or administrative order or decree, governmental or regulatory
authority or self-regulatory organization or required by any statute, law, rule or
regulation or judicial process (including any subpoena or similar legal
process), (c) to any Rating Agency providing a rating for the Series 2009-1
Notes or the Conduit’s debt, (d) in the course of litigation with HVF, the
Administrator or Hertz, (e) any Series 2009-1 Noteholder, any
Committed Note Purchaser, any Conduit Investor, any Funding Agent or the
Administrative Agent, (f) any Person acting as a placement agent or dealer
with respect to any commercial paper (provided that any Confidential
Information provided to any such placement agent or dealer does not reveal the
identity of HVF or any of its Affiliates), (g) on a confidential basis, to
any provider of credit enhancement or liquidity to any Conduit Investor, (h) on
a confidential basis, to auditors or legal or other


 


43

















 


professional
advisors of any party hereto or (i) to any Person to the extent such
Committed Note Purchaser or Conduit Investor reasonably determines such
disclosure is necessary or appropriate in connection with the enforcement or
for the defense of the rights and remedies under the Series 2009-1 Notes,
the Indenture or any other Related Document.


 


“Confidential Information”
means information that HVF or the Administrator furnishes to a Committed Note
Purchaser or a Conduit Investor, but does not include (i) any such
information that is or becomes generally available to the public other than as
a result of a disclosure by a Committed Note Purchaser or a Conduit Investor or
other Person to which a Committed Note Purchaser or a Conduit Investor
delivered such information, (ii) any such information that was in the
possession of a Committed Note Purchaser or a Conduit Investor prior to its
being furnished to such Committed Note Purchaser or a Conduit Investor by HVF
or the Administrator, or (iii) that is or becomes available to a Committed
Note Purchaser or a Conduit Investor from a source other than HVF or the
Administrator, provided that, with respect to clauses (ii) and
(iii) herein, such source is not (1) known to a Committed Note
Purchaser or a Conduit Investor to be bound by a confidentiality agreement with
HVF, the Administrator, Hertz, as the case may be, or (2) known to a
Committed Note Purchaser or a Conduit Investor to be otherwise prohibited from
transmitting the information by a contractual, legal or fiduciary obligation.


 


SECTION 9.12  
Governing Law.  THIS AGREEMENT AND
ALL MATTERS ARISING UNDER OR IN ANY MANNER RELATING TO THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS 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 9.13  
Jurisdiction.  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY OF THE PARTIES HEREUNDER
WITH RESPECT TO THIS SERIES 2009-1 NOTE PURCHASE AGREEMENT MAY BE BROUGHT
IN ANY STATE OR (TO THE EXTENT PERMITTED BY LAW) FEDERAL COURT OF COMPETENT
JURISDICTION SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND BY
EXECUTION AND DELIVERY OF THIS SERIES 2009-1 NOTE PURCHASE AGREEMENT, EACH
PARTY HEREUNDER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,
GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID
COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN
CONNECTION WITH THIS SERIES 2009-1 NOTE PURCHASE AGREEMENT.


 


SECTION 9.14  
Waiver of Jury Trial.  ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN


 


44














 


CONNECTION
WITH, THIS SERIES 2009-1 NOTE PURCHASE AGREEMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE
PARTIES IN CONNECTION HEREWITH OR THEREWITH. 
ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND
SIGNIFICANT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS SERIES 2009-1 NOTE
PURCHASE AGREEMENT.


 


SECTION 9.15  
Counterparts.  This Agreement may
be executed in any number of counterparts (which may include facsimile) and by
the different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.


 


SECTION 9.16  
Additional Investor Groups. Unless an Amortization Event or a Potential
Amortization Event, in each case, with respect to the Series 2009-1 Notes
shall have occurred and be continuing, HVF may, upon at least three (3) Business
Days’ prior written notice to each Funding Agent, the Administrative Agent and
each Rating Agency, cause an Additional Investor Group and its related Funding
Agent, Conduit Purchasers, if any, and Committed Note Purchasers to become
parties to this Agreement to increase the Series 2009-1 Maximum Principal
Amount by complying with the provisions of this Section 9.16 and
Sections 2.1 and 5.1 of the Series 2009-1 Supplement.  Each such notice shall set forth the name of
the Funding Agent, the Conduit Purchasers, if any, and the Committed Note
Purchasers which are members of such Additional Investor Group, the Maximum
Investor Group Principal Amount with respect to such Additional Investor Group,
the related Committed Note Purchaser’s Committed Note Purchaser Percentage and
the desired effective date of such Additional Investor Group becoming a party
to this Agreement.  Each Additional
Investor Group shall, upon the execution of an Addendum by such Additional
Investor Group, the Administrative Agent and HVF, become a party to this
Agreement from and after the date of such execution with the same effect as if
such Additional Investor Group had been an original party hereunder and the
Administrative Agent shall amend Schedule I hereto in accordance with
the information provided in the notice described above.


 


SECTION 9.17   Assignment.  (a)  Any Committed Note Purchaser may at
any time sell all or any part of its rights and obligations under this
Agreement and the Series 2009-1 Notes, with the prior written consent of
HVF, which consent shall not be unreasonably withheld, to one or more financial
institutions (an “Acquiring Committed Note Purchaser”) pursuant to an
assignment and assumption agreement, substantially in the form of Exhibit B
(the “Assignment and Assumption Agreement”), executed by such Acquiring
Committed Note Purchaser, such assigning Committed Note Purchaser, the Funding
Agent with respect to such Committed Note Purchaser and HVF and delivered to
the Administrative Agent; provided that the consent of HVF to any such assignment
shall not be required (i) after the occurrence and during the continuance
of an Amortization Event with respect to the Series 2009-1 Notes or (ii) if
such Acquiring Committed Note Purchaser is an Affiliate of such assigning
Committed Note Purchaser.


 


45

















 


(b)           Without
limiting the foregoing, each Conduit Investor may assign all or a portion of
the Investor Group Principal Amount with respect to such Conduit Investor and
its rights and obligations under this Agreement and any other Related Documents
to which it is a party (or otherwise to which it has rights) to a Conduit
Assignee with respect to such Conduit Investor without the prior written
consent of HVF.  Upon such assignment by
a Conduit Investor to a Conduit Assignee, (i) such Conduit Assignee shall
be the owner of the Investor Group Principal Amount or such portion thereof
with respect to such Conduit Investor, (ii) the related administrative or
managing agent for such Conduit Assignee will act as the Funding Agent for such
Conduit Assignee hereunder, with all corresponding rights and powers, express
or implied, granted to the Funding Agent hereunder or under the other Related
Documents, (iii) such Conduit Assignee and its liquidity support provider(s) and
credit support provider(s) and other related parties, in each case
relating to the Series 2009-1 Commercial Paper and/or the Series 2009-1
Notes, shall have the benefit of all the rights and protections provided to
such Conduit Investor herein and in the other Related Documents (including,
without limitation, any limitation on recourse against such Conduit Assignee as
provided in this paragraph), (iv) such Conduit Assignee shall assume all
of such Conduit Investor’s obligations, if any, hereunder or under the Base
Indenture or under any other Related Document with respect to such portion of
the Investor Group Principal Amount and such Conduit Investor shall be released
from such obligations, (v) all distributions in respect of the Investor
Group Principal Amount or such portion thereof with respect to such Conduit
Investor shall be made to the applicable Funding Agent on behalf of such
Conduit Assignee, (vi) the definition of the term “CP Rate” with respect
to the portion of the Investor Group Principal Amount with respect to such
Conduit Investor, as applicable funded with commercial paper issued by such
Conduit Assignee from time to time shall be determined in the manner set forth
in the definition of “CP Rate” applicable to such Conduit Assignee on the basis
of the interest rate or discount applicable to commercial paper issued by such
Conduit Assignee (rather than any other Conduit Investor), (vii) the
defined terms and other terms and provisions of this Agreement and the other
Related Documents shall be interpreted in accordance with the foregoing, and (viii) if
requested by the Funding Agent with respect to such Conduit Assignee, the
parties will execute and deliver such further agreements and documents and take
such other actions as the Funding Agent may reasonably request to evidence and
give effect to the foregoing.  No
assignment by any Conduit Investor to a Conduit Assignee of all or any portion
of the Investor Group Principal Amount with respect to such Conduit Investor
shall in any way diminish the obligation of the Committed Note Purchasers in
the same Investor Group as such Conduit Investor under Section 2.03
to fund any Increase not funded by such Conduit Investor or such Conduit
Assignee.


 


(c)           Any
Conduit Investor and the Committed Note Purchaser with respect to such Conduit
Investor may at any time sell all or any part of their respective rights and
obligations under this Agreement and the Series 2009-1 Notes, with the
prior written consent of HVF, which consent shall not be unreasonably withheld,
to a multi-seller commercial paper conduit, whose commercial paper has ratings
of at least “A-2” from S&P and “P2” from Moody’s and one or more financial
institutions providing support to such multi-seller commercial paper conduit
(an “Acquiring Investor Group”) pursuant to a transfer supplement,
substantially in the form of Exhibit C (the “Investor


 


46

















 


Group Supplement”),
executed by such Acquiring Investor Group, the Funding Agent with respect to
such Acquiring Investor Group (including the Conduit Investor and the Committed
Note Purchasers with respect to such Investor Group), such assigning Conduit
Investor and the Committed Note Purchasers with respect to such Conduit
Investor, the Funding Agent with respect to such assigning Conduit Investor and
Committed Note Purchasers and HVF and delivered to the Administrative Agent; provided
that the consent of HVF to any such assignment shall not be required after the
occurrence and during the continuance of an Amortization Event with respect to
the Series 2009-1 Notes; provided  further that it shall not
be considered unreasonable for HVF to withhold its consent to an assignment to
a potential Acquiring Investor Group that has ratings of at least “A-2” from
S&P and “P2” by Moody’s, but does not have ratings of at least “A-1” from
S&P or “P1” by Moody’s if such assignment will result in a material
increase in HVF’s costs of financing with respect to the applicable Series 2009-1
Notes.


 


(d)           Any
Committed Note Purchaser may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more financial
institutions or other entities (“Participants”) participations in its
Committed Note Purchaser Percentage of the Maximum Investor Group Principal
Amount with respect to it and the other Committed Note Purchasers included in
the related Investor Group, its Series 2009-1 Note and its rights
hereunder (or, in each case, a portion thereof) pursuant to documentation in
form and substance satisfactory to such Committed Note Purchaser and the
Participant; provided, however, that (i) in the event of any
such sale by a Committed Note Purchaser to a Participant, (A) such
Committed Note Purchaser’s obligations under this Agreement shall remain
unchanged, (B) such Committed Note Purchaser shall remain solely
responsible for the performance thereof and (C) HVF and the Administrative
Agent shall continue to deal solely and directly with such Committed Note
Purchaser in connection with its rights and obligations under this Agreement
and (ii) no Committed Note Purchaser shall sell any participating interest
under which the Participant shall have rights to approve any amendment to, or
any consent or waiver with respect to, this Agreement, the Base Indenture, the Series 2009-1
Supplement or any Related Document, except to the extent that the approval of
such amendment, consent or waiver otherwise would require the unanimous consent
of all Committed Note Purchasers hereunder. 
A Participant shall have the right to receive reimbursement for amounts
due pursuant to Sections 3.05, 3.06, 3.07 and 3.08
but only to the extent that the related selling Committed Note Purchaser would
have had such right absent the sale of the related participation and, with
respect to amounts due pursuant to Section 3.08, only to the extent
such Participant shall have complied with the provisions of Section 3.08
as if such Participant were a Committed Note Purchaser.


 


(e)           HVF
authorizes each Committed Note Purchaser to disclose to any Participant or
Acquiring Committed Note Purchaser (each, a “Transferee”) and any
prospective Transferee any and all financial information in such Committed Note
Purchaser’s possession concerning HVF, the Collateral, the Administrator and
the Related Documents which has been delivered to such Committed Note Purchaser
by HVF or the Administrator in connection with such Committed Note Purchaser’s
credit evaluation of HVF, the Collateral and the Administrator.


 


47

















 


[Remainder of Page Intentionally Blank]


 


48

















 


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


 


 


	
   

  	
  HERTZ
  VEHICLE FINANCING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name: R.
  Scott Massengill

  
	
   

  	
   

  	
  Title:
  Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  225
  Brae Boulevard

  
	
   

  	
   

  	
  Park
  Ridge, NJ 07656

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Treasury Department

  
	
   

  	
  Telephone:

  	
  (201) 307-2000

  
	
   

  	
  Facsimile:

  	
  (201)307-2746

  
				



 


[SERIES
2009-1 NOTE PURCHASE AGREEMENT]


 

















 


 


	
   

  	
  THE
  HERTZ CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name:
  R. Scott Massengill

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  225
  Brae Boulevard

  
	
   

  	
   

  	
  Park
  Ridge, NJ 07656

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Treasury Department

  
	
   

  	
  Telephone:

  	
  (201) 307-2000

  
	
   

  	
  Facsimile:

  	
  (201)307-2746

  
				



 


[SERIES
2009-1 NOTE PURCHASE AGREEMENT]






 










 


	
   

  	
  BANK OF AMERICA, N.A., as a Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Owens

  
	
   

  	
   

  	
  Name:

  	
  Charles Owens

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  214 North Tryon Street

  
	
   

  	
   

  	
  Charlotte, NC 28255

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Tim Pacitto

  
	
   

  	
  Telephone:

  	
  (980) 388-9464

  
	
   

  	
  Facsimile:

  	
  (704) 387-2828

  
	
   

  	
  Email:

  	
  timothy.pacitto@bankofamerica.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  KITTY HAWK FUNDING CORPORATION, as a Conduit
  Investor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Phillip A. Martone

  
	
   

  	
   

  	
  Name:

  	
  Phillip A. Martone

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  48 Wall Street

  
	
   

  	
   

  	
  27th Floor

  
	
   

  	
   

  	
  New York, NY 10005

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Laura A. Calvaruso

  
	
   

  	
  Telephone:

  	
  (212) 346-9000

  
	
   

  	
  Facsimile:

  	
  (212) 346-9012

  
	
   

  	
  Email:

  	
  lac@lordspv.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  BANK OF AMERICA, N.A., as a Committed Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Owens

  
	
   

  	
   

  	
  Name:

  	
  Charles Owens

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  214 North Tryon Street

  
	
   

  	
   

  	
  Charlotte, NC 28255

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Tim Pacitto

  
	
   

  	
  Telephone:

  	
  (980) 388-9464

  
	
   

  	
  Facsimile:

  	
  (704) 387-2828

  
	
   

  	
  Email:

  	
  timothy.pacitto@bankofamerica.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $225,000,000.00

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMITMENT PERCENTAGE: 10.52%

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  THE BANK OF NOVA SCOTIA, acting through its New York
  Agency, as a Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Darren Ward

  
	
   

  	
   

  	
  Name:

  	
  Darren Ward

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  One Liberty Plaza

  
	
   

  	
   

  	
  26th Floor

  
	
   

  	
   

  	
  New York, NY 10006

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Darren Ward

  
	
   

  	
  Telephone:

  	
  (212) 225-5264

  
	
   

  	
  Facsimile:

  	
  (212) 225-5274

  
	
   

  	
  Email:

  	
  darren_ward@scotiacapital.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  LIBERTY STREET FUNDING LLC, as a Conduit Investor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bernard J. Angelo

  
	
   

  	
   

  	
  Name:

  	
  Bernard J. Angelo

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  68 South Service Road

  
	
   

  	
   

  	
  Suite 120

  
	
   

  	
   

  	
  Melville, NY 11747

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Jill Russo

  
	
   

  	
  Telephone:

  	
  (631) 587-4700

  
	
   

  	
  Facsimile:

  	
  (212) 302-5151

  
	
   

  	
  Email:

  	
  jrusso@gssnyc.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  THE BANK OF NOVA SCOTIA, acting through its New York
  Agency, as a Committed Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Darren Ward

  
	
   

  	
   

  	
  Name:

  	
  Darren Ward

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  One Liberty Plaza

  
	
   

  	
   

  	
  26th Floor

  
	
   

  	
   

  	
  New York, NY 10006

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Darren Ward

  
	
   

  	
  Telephone:

  	
  (212) 225-5264

  
	
   

  	
  Facsimile:

  	
  (212) 225-5274

  
	
   

  	
  Email:

  	
  darren_ward@scotiacapital.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $75,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT PERCENTAGE: 3.51%

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  BARCLAYS BANK PLC, as a Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey Goldberg

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey Goldberg

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  745 Seventh Avenue

  
	
   

  	
   

  	
  5th Floor

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Jeffrey Goldberg

  
	
   

  	
  Telephone:

  	
  (212) 528-7372

  
	
   

  	
  Facsimile:

  	
  N/A

  
	
   

  	
  Email:

  	
  Jeffrey.Goldberg@barcap.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  SHEFFIELD RECEIVABLES CORPORATION, as a Conduit
  Investor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jason D. Muncy

  
	
   

  	
   

  	
  Name:

  	
  Jason D. Muncy

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Barclays Bank PLC

  
	
   

  	
   

  	
  745 Seventh Avenue

  
	
   

  	
   

  	
  5th Floor

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Janette Lieu

  
	
   

  	
  Telephone:

  	
  (212) 528-7475

  
	
   

  	
  Facsimile:

  	
  (917) 265-1116

  
	
   

  	
  Email:

  	
  Janette.Lieu@barcap.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  SHEFFIELD RECEIVABLES CORPORATION, as a Committed
  Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jason D. Muncy

  
	
   

  	
   

  	
  Name:

  	
  Jason D. Muncy

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Barclays Bank PLC

  
	
   

  	
   

  	
  745 Seventh Avenue

  
	
   

  	
   

  	
  5th Floor

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Janette Lieu

  
	
   

  	
  Telephone:

  	
  (212) 528-7475

  
	
   

  	
  Facsimile:

  	
  (917) 265-1116

  
	
   

  	
  Email:

  	
  Janette.Lieu@barcap.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $300,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT PERCENTAGE: 14.03%

  



 


Hertz 2009-1 Note
Purchase Agreement


 














 


	
   

  	
  BMO CAPITAL MARKETS CORP., as a Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith Niebrugge

  
	
   

  	
   

  	
  Name:

  	
  Keith Niebrugge

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  115 S. LaSalle Street, 13W

  
	
   

  	
   

  	
  Chicago, IL 60603

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Keith Niebrugge

  
	
   

  	
  Telephone:

  	
  (312) 461-3134

  
	
   

  	
  Facsimile:

  	
  (312) 293-4908

  
	
   

  	
  Email:

  	
  keith.niebrugge@bmo.com

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  115 S. LaSalle Street, 13W

  
	
   

  	
   

  	
  Chicago, IL 60603

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Jeffrey BaCote

  
	
   

  	
  Telephone:

  	
  (312) 461-7449

  
	
   

  	
  Facsimile:

  	
  (312) 461-3189

  
	
   

  	
  Email:

  	
  jeff.bacote@bmo.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  FAIRWAY FINANCE COMPANY LLC, as a Conduit Investor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Phillip A. Martone

  
	
   

  	
   

  	
  Name:

  	
  Phillip A. Martone

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Lord Securities Corp.

  
	
   

  	
   

  	
  48 Wall Street

  
	
   

  	
   

  	
  27th Floor

  
	
   

  	
   

  	
  New York, NY 10005

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Phil Martone

  
	
   

  	
  Telephone:

  	
  (212) 346-9008

  
	
   

  	
  Facsimile:

  	
  (212) 346-9012

  
	
   

  	
  Email:

  	
  pmartone@lordspv.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  BANK OF MONTREAL, as a Committed Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sandra J. Sanders

  
	
   

  	
   

  	
  Name:

  	
  Sandra J. Sanders

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  115 S. LaSalle Street, 13W

  
	
   

  	
   

  	
  Chicago, IL 60603

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Zachary Norman

  
	
   

  	
  Telephone:

  	
  (312) 461-3843

  
	
   

  	
  Facsimile:

  	
  (312) 293-4948

  
	
   

  	
  Email:

  	
  zachary.norman@bmo.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $100,000,000.00

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMITMENT PERCENTAGE: 4.68%

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  CALYON NEW YORK BRANCH, as a Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam Pilcer

  
	
   

  	
   

  	
  Name:

  	
  Sam Pilcer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard McBride

  
	
   

  	
   

  	
  Name:

  	
  Richard McBride

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1301 Avenue of the Americas

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Florence Reyes

  
	
   

  	
  Telephone:

  	
  (212) 261-7897

  
	
   

  	
  Facsimile:

  	
  (917) 849-5447

  
	
   

  	
  Email:

  	
  Conduitsec@us.calyon.com and

  
	
   

  	
   

  	
  Conduit.Funding@us.calyon.com

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1301 Avenue of the Americas

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Roman Burt

  
	
   

  	
  Telephone:

  	
  (212) 261-3996

  
	
   

  	
  Facsimile:

  	
  (917) 849-5447

  
	
   

  	
  Email:

  	
  Conduitsec@us.calyon.com and

  
	
   

  	
   

  	
  Conduit.Funding@us.calyon.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  ATLANTIC ASSET SECURITIZATION LLC, as a Conduit
  Investor

  
	
   

  	
   

  
	
   

  	
  By: CALYON NEW YORK BRANCH, as Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam Pilcer

  
	
   

  	
   

  	
  Name:

  	
  Sam Pilcer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard McBride

  
	
   

  	
   

  	
  Name:

  	
  Richard McBride

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1301 Avenue of the Americas

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Tina Kourmpetis

  
	
   

  	
  Telephone:

  	
  (212) 261-7814

  
	
   

  	
  Facsimile:

  	
  (917) 849-5447

  
	
   

  	
  Email:

  	
  Conduitsec@us.calyon.com and

  
	
   

  	
   

  	
  Conduit.Funding@us.calyon.com

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1301 Avenue of the Americas

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Betty Wu

  
	
   

  	
  Telephone:

  	
  (212) 261-7858

  
	
   

  	
  Facsimile:

  	
  (917) 849-5447

  
	
   

  	
  Email:

  	
  Conduitsec@us.calyon.com and

  
	
   

  	
   

  	
  Conduit.Funding@us.calyon.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  CALYON NEW YORK BRANCH, as a Committed Note
  Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam Pilcer

  
	
   

  	
   

  	
  Name:

  	
  Sam Pilcer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard McBride

  
	
   

  	
   

  	
  Name:

  	
  Richard McBride

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1301 Avenue of the Americas

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Tina Kourmpetis

  
	
   

  	
  Telephone:

  	
  (212) 261-7814

  
	
   

  	
  Facsimile:

  	
  (917) 849-5447

  
	
   

  	
  Email:

  	
  Conduitsec@us.calyon.com and

  
	
   

  	
   

  	
  Conduit.Funding@us.calyon.com

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1301 Avenue of the Americas

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Betty Wu

  
	
   

  	
  Telephone:

  	
  (212) 261-7858

  
	
   

  	
  Facsimile:

  	
  (917) 849-5447

  
	
   

  	
  Email:

  	
  Conduitsec@us.calyon.com and

  
	
   

  	
   

  	
  Conduit.Funding@us.calyon.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $197,244,000.00

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMITMENT PERCENTAGE: 9.23%

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  DEUTSCHE BANK AG, NEW YORK BRANCH, as a Funding
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Gerber

  
	
   

  	
   

  	
  Name:

  	
  Daniel Gerber

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Sheldon

  
	
   

  	
   

  	
  Name:

  	
  Robert Sheldon

  
	
   

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  60 Wall Street

  
	
   

  	
   

  	
  3rd Floor

  
	
   

  	
   

  	
  New York, NY 10005

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Ozan Kaya

  
	
   

  	
  Telephone:

  	
  (212) 250-4998

  
	
   

  	
  Facsimile:

  	
  (212) 797-5300

  
	
   

  	
  Email:

  	
  ozan.kaya@db.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  SARATOGA FUNDING CORP., LLC, as a Conduit Investor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lori Gebron

  
	
   

  	
   

  	
  Name:

  	
  Lori Gebron

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  60 Wall Street

  
	
   

  	
   

  	
  3rd Floor

  
	
   

  	
   

  	
  New York, NY 10005

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Timothy Geraghty

  
	
   

  	
  Telephone:

  	
  (212) 250-7364

  
	
   

  	
  Facsimile:

  	
  (917) 338-3018

  
	
   

  	
  Email:

  	
  timothy.geraghty@db.com

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  60 Wall Street

  
	
   

  	
   

  	
  3rd Floor

  
	
   

  	
   

  	
  New York, NY 10005

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Rachel Wills

  
	
   

  	
  Telephone:

  	
  (904) 520-5359

  
	
   

  	
  Facsimile:

  	
  (904) 520-8175

  
	
   

  	
  Email:

  	
  rachel.wills@db.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed
  Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Gerber

  
	
   

  	
   

  	
  Name:

  	
  Daniel Gerber

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Sheldon

  
	
   

  	
   

  	
  Name:

  	
  Robert Sheldon

  
	
   

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  60 Wall Street

  
	
   

  	
   

  	
  3rd Floor

  
	
   

  	
   

  	
  New York, NY 10005

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Ozan Kaya

  
	
   

  	
  Telephone:

  	
  (212) 250-4998

  
	
   

  	
  Facsimile:

  	
  (212) 797-5300

  
	
   

  	
  Email:

  	
  ozan.kaya@db.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $627,525,000.00

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMITMENT PERCENTAGE: 29.35%

  



 


Hertz 2009-1 Note
Purchase Agreement


 














 


	
   

  	
  DEUTSCHE BANK AG, NEW
  YORK

  BRANCH, as the Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Gerber

  
	
   

  	
   

  	
  Name:  Daniel
  Gerber

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Sheldon

  
	
   

  	
   

  	
  Name:  Robert
  Sheldon

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  60 Wall Street, 3rd Floor

  
	
   

  	
   

  	
  New York, NY 10005-2858

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Robert Sheldon

  
	
   

  	
  Telephone:

  	
  (212) 250-4493

  
	
   

  	
  Facsimile:

  	
  (212) 797-5160

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  With electronic copy to abs.conduits@db.com

  
				



 


[SERIES 2009-1 NOTE
PURCHASE AGREEMENT]


 

















 


	
   

  	
  ING CAPITAL MARKETS LLC, as a Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leonard Y.K. Woo, Jr.

  
	
   

  	
   

  	
  Name:

  	
  Leonard Y.K. Woo, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1325 Avenue of the Americas

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Dennis Strid

  
	
   

  	
  Telephone:

  	
  (646) 424-7908

  
	
   

  	
  Facsimile:

  	
  (646) 424-6489

  
	
   

  	
  Email:

  	
  dennis.strid@americas.ing.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  MONT BLANC CAPITAL CORP., as a Conduit Investor

  
	
   

  	
   

  
	
   

  	
  By: ING CAPITAL MARKETS LLC, as Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis Strid

  
	
   

  	
   

  	
  Name:

  	
  Dennis Strid

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1325 Avenue of the Americas

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Dennis Strid

  
	
   

  	
  Telephone:

  	
  (646) 424-7908

  
	
   

  	
  Facsimile:

  	
  (646) 424-6489

  
	
   

  	
  Email:

  	
  dennis.strid@americas.ing.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  ING BANK N.V. DUBLIN BRANCH, as a Committed Note
  Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Rea

  
	
   

  	
   

  	
  Name:

  	
  David Rea

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adan Neill

  
	
   

  	
   

  	
  Name:

  	
  Adan Neill

  
	
   

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  49 St. Stevens Green

  
	
   

  	
   

  	
  Dublin 2, Ireland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  David Rea

  
	
   

  	
  Telephone:

  	
  +353 1 638 4038

  
	
   

  	
  Facsimile:

  	
  +353 1 638 4020

  
	
   

  	
  Email:

  	
  david.rea@ingbank.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $150,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT PERCENTAGE: 7.02%

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A., as a Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marquis Gilmore

  
	
   

  	
   

  	
  Name:

  	
  Marquis Gilmore

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  10 S. Dearborn St.

  
	
   

  	
   

  	
  Chicago, IL 60603

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Hetal Patel

  
	
   

  	
  Telephone:

  	
  (312) 732-2651

  
	
   

  	
  Facsimile:

  	
  (312) 732-3600

  
	
   

  	
  Email:

  	
  hetal.x.patel@jpmchase.com

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  10 S. Dearborn St.

  
	
   

  	
   

  	
  Chicago, IL 60603

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Mark Gilmore

  
	
   

  	
  Telephone:

  	
  (212) 834-5175

  
	
   

  	
  Facsimile:

  	
  (212) 834-6564

  
	
   

  	
  Email:

  	
  marquis.gilmore@jpmorgan.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  PARK AVENUE RECEIVABLES COMPANY LLC (PARCO), as a
  Conduit Investor

  
	
   

  	
   

  
	
   

  	
  By: JPMORGAN CHASE BANK, N.A., as Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marquis Gilmore

  
	
   

  	
   

  	
  Name:

  	
  Marquis Gilmore

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  10 S. Dearborn St.

  
	
   

  	
   

  	
  Chicago, IL 60603

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Anthony Bero

  
	
   

  	
  Telephone:

  	
  (312) 732-4647

  
	
   

  	
  Facsimile:

  	
  (312) 732-1844

  
	
   

  	
  Email:

  	
  abs.treasury.dept@jpmorgan.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A., as a Committed Note
  Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marquis
  Gilmore

  
	
   

  	
   

  	
  Name:

  	
  Marquis Gilmore

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  10 S. Dearborn St.

  
	
   

  	
   

  	
  Chicago, IL 60603

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Hetal Patel

  
	
   

  	
  Telephone:

  	
  (312) 732-2651

  
	
   

  	
  Facsimile:

  	
  (312) 732-3600

  
	
   

  	
  Email:

  	
  hetal.x.patel@jpmchase.com

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  10 S. Dearborn St.

  
	
   

  	
   

  	
  Chicago, IL 60603

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Mark Gilmore

  
	
   

  	
  Telephone:

  	
  (212) 834-5175

  
	
   

  	
  Facsimile:

  	
  (212) 834-6564

  
	
   

  	
  Email:

  	
  marquis.gilmore@jpmorgan.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $258,303.750.00

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMITMENT PERCENTAGE: 12.08%

  



 


Hertz 2009-1 Note
Purchase Agreement


 














 


	
   

  	
  NATIXIS FINANCIAL PRODUCTS INC., as a Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Bondy

  
	
   

  	
   

  	
  Name:

  	
  David Bondy

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adam True

  
	
   

  	
   

  	
  Name:

  	
  Adam True

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  9 West 57th St.

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Frank Fletcher

  
	
   

  	
  Telephone:

  	
  (212) 891-5878

  
	
   

  	
  Facsimile:

  	
  (212) 891-3335

  
	
   

  	
  Email:

  	
  Frank.fletcher@us.natixis.com and

  
	
   

  	
   

  	
  versaillestransactions@us.natixis.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  VERSAILLES ASSETS LLC, as a Conduit Investor

  
	
   

  	
   

  
	
   

  	
  By: GLOBAL SECURITIZATION SERVICES, LLC, its Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy
  O’Connor

  
	
   

  	
   

  	
  Name:

  	
  Timothy O’Connor

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Global Securitization Services LLC

  
	
   

  	
   

  	
  68 South Service Road

  
	
   

  	
   

  	
  Suite 120

  
	
   

  	
   

  	
  Melville, NY 11747

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Andrew Stidd

  
	
   

  	
  Telephone:

  	
  (212) 302-8767

  
	
   

  	
  Facsimile:

  	
  (631) 587-4700

  
	
   

  	
  Email:

  	
  versailles_transactions@us.natixis.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  VERSAILLES ASSETS LLC, as a Committed Note Purchaser

  
	
   

  	
   

  
	
   

  	
  By: GLOBAL SECURITIZATION SERVICES, LLC, its Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy O’Connor

  
	
   

  	
   

  	
  Name:

  	
  Timothy O’Connor

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Global Securitization Services LLC

  
	
   

  	
   

  	
  68 South Service Road

  
	
   

  	
   

  	
  Suite 120

  
	
   

  	
   

  	
  Melville, NY 11747

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Andrew Stidd

  
	
   

  	
  Telephone:

  	
  (212) 302-8767

  
	
   

  	
  Facsimile:

  	
  (631) 587-4700

  
	
   

  	
  Email:

  	
  versailles_transactions@cm.natixis.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $150,000,000.00

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMITMENT PERCENTAGE: 7.02%

  



 


Hertz 2009-1 Note
Purchase Agreement


 














 


	
   

  	
  RBS SECURITIES INC., as a Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Viney

  
	
   

  	
   

  	
  Name:

  	
  David Viney

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  540 West Madison St.

  
	
   

  	
   

  	
  Chicago, IL 60661

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  David Donofrio

  
	
   

  	
  Telephone:

  	
  (312) 338-6720

  
	
   

  	
  Facsimile:

  	
  (312) 338-0140

  
	
   

  	
  Email:

  	
  david.donofrio@rbs.com

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  AMSTERDAM FUNDING CORPORATION, as a Conduit Investor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy O’Connor

  
	
   

  	
   

  	
  Name:

  	
  Timothy O’Connor

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Global Securitization Services, LLC

  
	
   

  	
   

  	
  68 South Service Road

  
	
   

  	
   

  	
  Suite 120

  
	
   

  	
   

  	
  Melville, New York 11747

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Frank B. Bilotta

  
	
   

  	
  Telephone:

  	
  (212) 302-8331

  
	
   

  	
  Facsimile:

  	
  (212) 302-8767

  



 


Hertz 2009-1 Note
Purchase Agreement


 

















 


	
   

  	
  THE ROYAL BANK OF SCOTLAND PLC, as a Committed Note
  Purchaser

  
	
   

  	
   

  
	
   

  	
  By: RBS SECURITIES INC., as agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Viney

  
	
   

  	
   

  	
  Name:

  	
  David Viney

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  540 West Madison St.

  
	
   

  	
   

  	
  Chicago, IL 60661

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  David Donofrio

  
	
   

  	
  Telephone:

  	
  (312) 338-6720

  
	
   

  	
  Facsimile:

  	
  (312) 338-0140

  
	
   

  	
  Email:

  	
  david.donofrio@rbs.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $55,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT PERCENTAGE: 2.57%

  



 


Hertz 2009-1 Note
Purchase Agreement


 














 


SCHEDULE I


 


SARATOGA FUNDING CORP., LLC,
as a Conduit Investor


 


DEUTSCHE BANK AG, NEW YORK
BRANCH, as a Committed Note Purchaser


 


Commitment Amount:
$627,525,000.00


 


Commitment Percentage:
29.3500%


 


Committed Note Purchaser
Percentage: 100%


 


Maximum Investor Group
Principal Amount: $627,525,000.00


 


DEUTSCHE BANK AG, NEW YORK
BRANCH, as a Funding Agent and a Committed Note Purchaser, for SARATOGA FUNDING
CORP., LLC, as a Conduit Investor


 


KITTY HAWK FUNDING
CORPORATION, as a Conduit Investor


 


BANK OF AMERICA, N.A., as a
Committed Note Purchaser


 


Commitment Amount:
$225,000,000.00


 


Commitment Percentage:
10.5235%


 


Committed Note Purchaser
Percentage: 100%


 


Maximum Investor Group
Principal Amount: $225,000,000.00


 


BANK OF AMERICA, N.A., as a
Funding Agent and a Committed Note Purchaser, for KITTY HAWK FUNDING
CORPORATION, as a Conduit Investor


 


LIBERTY STREET FUNDING LLC,
as a Conduit Investor


 


THE BANK OF NOVA SCOTIA,
acting through its New York Agency, as a Committed Note Purchaser


 


Commitment Amount: $75,000,000.00


 


Commitment Percentage:
3.5078%


 


Committed Note Purchaser
Percentage: 100%


 


Maximum Investor Group
Principal Amount: $75,000,000.00


 


[SERIES
2009-1 NOTE PURCHASE AGREEMENT]


 

















 


THE BANK OF NOVA SCOTIA,
acting through its New York Agency, as a Funding Agent and a Committed Note
Purchaser, for LIBERTY STREET FUNDING LLC, as a Conduit Investor


 


SHEFFIELD RECEIVABLES
CORPORATION, as a Conduit Investor


 


SHEFFIELD RECEIVABLES
CORPORATION, as a Committed Note Purchaser


 


Commitment Amount:
$300,000,000.00


 


Commitment Percentage:
14.0313%


 


Committed Note Purchaser
Percentage: 100%


 


Maximum Investor Group
Principal Amount: $300,000,000.00


 


BARCLAYS BANK PLC, as a
Funding Agent, for SHEFFIELD RECEIVABLES CORPORATION, as a Conduit Investor and
a Committed Note Purchaser


 


FAIRWAY FINANCE COMPANY LLC,
as a Conduit Investor


 


BANK OF MONTREAL, as a
Committed Note Purchaser


 


Commitment Amount:
$100,000,000.00


 


Commitment Percentage:
4.6771%


 


Committed Note Purchaser
Percentage: 100%


 


Maximum Investor Group
Principal Amount: $100,000,000.00


 


BMO CAPITAL MARKETS CORP.,
as a Funding Agent, for FAIRWAY FINANCE COMPANY LLC, as a Conduit Investor, and
BANK OF MONTREAL, as a Committed Note Purchaser


 


ATLANTIC ASSET
SECURITIZATION LLC, as a Conduit Investor


 


CALYON NEW YORK BRANCH, as a
Committed Note Purchaser


 


Commitment Amount:
$197,244,000.00


 


Commitment Percentage:
9.2253%


 


Committed Note Purchaser
Percentage: 100%


 


Maximum Investor Group
Principal Amount: $197,244,000.00


 

















 


CALYON NEW YORK BRANCH, as a
Funding Agent and a Committed Note Purchaser, for ATLANTIC ASSET SECURITIZATION
LLC, as a Conduit Investor


 


MONT BLANC CAPITAL CORP., as
a Conduit Investor


 


ING BANK N.V. DUBLIN BRANCH,
as a Committed Note Purchaser


 


Commitment Amount:
$150,000,000.00


 


Commitment Percentage:
7.0157%


 


Committed Note Purchaser
Percentage: 100%


 


Maximum Investor Group
Principal Amount: $150,000,000.00


 


ING CAPITAL MARKETS LLC, as
a Funding Agent, for MONT BLANC CAPITAL CORP., as a Conduit Investor, and ING
BANK N.V. DUBLIN BRANCH, as a Committed Note Purchaser


 


PARK AVENUE RECEIVABLES
COMPANY LLC (PARCO), as a Conduit Investor


 


JPMORGAN CHASE BANK, N.A.,
as a Committed Note Purchaser


 


Commitment Amount:
$258,303,750.00


 


Commitment Percentage:
12.0811%


 


Committed Note Purchaser
Percentage: 100%


 


Maximum Investor Group
Principal Amount: $258,303,750.00


 


JPMORGAN CHASE BANK, N.A.,
as a Funding Agent and a Committed Note Purchaser, for PARK AVENUE RECEIVABLES
COMPANY LLC (PARCO), as a Conduit Investor


 


VERSAILLES ASSETS LLC, as a
Conduit Investor


 


VERSAILLES ASSETS LLC, as a
Committed Note Purchaser


 


Commitment Amount:
$150,000,000.00


 


Commitment Percentage:
7.0157%


 


Committed Note Purchaser
Percentage: 100%


 


Maximum Investor Group
Principal Amount: $150,000,000.00


 

















 


NATIXIS FINANCIAL PRODUCTS
INC., as a Funding Agent, for VERSAILLES ASSETS LLC, as a Conduit Investor and
a Committed Note Purchaser


 


AMSTERDAM FUNDING
CORPORATION, as a Conduit Investor


 


THE ROYAL BANK OF SCOTLAND
PLC, as a Committed Note Purchaser


 


Commitment Amount:
$55,000,000.00


 


Commitment Percentage:
2.5724%


 


Committed Note Purchaser
Percentage: 100%


 


Maximum Investor Group
Principal Amount: $55,000,000.00


 


RBS SECURITIES INC., as a
Funding Agent, for AMSTERDAM FUNDING CORPORATION, as a Conduit Investor, and
THE ROYAL BANK OF SCOTLAND PLC, as a Committed Note Purchaser


 














EXHIBIT
A

TO

SERIES 2009-1 NOTE PURCHASE AGREEMENT


 


FORM OF ADVANCE REQUEST


 


HERTZ VEHICLE FINANCING LLC


SERIES 2009-1 VARIABLE FUNDING RENTAL CAR

ASSET BACKED NOTES


 


To:  Addressees
on Schedule I hereto


 


Ladies and Gentlemen:


 


This Advance Request is delivered to you pursuant to Section 7.03
of that certain Series 2009-1 Note Purchase Agreement, dated as of September 18,
2009 (as amended, supplemented, restated or otherwise modified from time to
time, the “Series 2009-1 Note Purchase Agreement”) among Hertz
Vehicle Financing LLC, the Conduit Investors, the Committed Note Purchasers,
the Funding Agents named therein, The Hertz Corporation, as Administrator and
Deutsche Bank AG, New York Branch, as Administrative Agent (in such capacity,
the “Administrative Agent”).


 


Unless otherwise defined herein or as the context
otherwise requires, terms used herein have the meaning assigned thereto under Section 1.01
of the Series 2009-1 Note Purchase Agreement, and if not defined therein,
shall have the meaning assigned thereto under Schedule I of the Base Indenture.


 


The undersigned hereby requests that an Advance be
made in the aggregate principal amount of
$                      
on                         ,
20      . 
The undersigned hereby acknowledges that any Advance that is not funded
at the CP Rate by a Conduit Investor or otherwise shall be a Eurodollar Advance
and the related Eurodollar Interest Period shall commence on the date of such
Eurodollar Advance and end on the next Payment Date.


 


The undersigned hereby certifies that (i) the
Aggregate Asset Amount as of the date hereof is an amount equal to
$                            
and (ii) the Series 2009-1 Enhancement Amount as of the date hereof
is an amount equal to
$                            .


 


The undersigned hereby acknowledges that the delivery
of this Advance Request and the acceptance by undersigned of the proceeds of
the Advance requested hereby constitute a representation and warranty by the
undersigned that, on the date of such Advance, and before and after giving
effect thereto and to the application of the proceeds therefrom, all conditions
set forth in Section 7.03 of the Series 2009-1 Note Purchase
Agreement and Section 2.1(b) of the Series 2009-1 Supplement
have been satisfied and all statements set forth in Section 6.01 of the 


 


A-1

















 


Series 2009-1 Note
Purchase Agreement are true and correct as required pursuant to Section 7.03(a)(i) of
the Series 2009-1 Note Purchase Agreement.


 


The undersigned agrees that if prior to the time of
the Advance requested hereby any matter certified to herein by it will not be
true and correct at such time as if then made, it will immediately so notify
both you and each Committed Note Purchaser and each Conduit Investor, if any,
in your Investor Group.  Except to the
extent, if any, that prior to the time of the Advance requested hereby you and
each Committed Note Purchaser and each Conduit Investor, if any, in your
Investor Group, shall receive written notice to the contrary from the
undersigned, each matter certified to herein shall be deemed once again to be
certified as true and correct at the date of such Advance as if then made.


 


Please wire transfer the proceeds of the Advance to
the following account pursuant to the following instructions:


 


[insert payment instructions]


 


The undersigned has caused this Advance Request to be
executed and delivered, and the certification and warranties  contained herein to be made, by its duly
Authorized Officer this          day of
                    ,
20      .


 


 


	
   

  	
  HERTZ
  VEHICLE FINANCING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


A-2

















 


SCHEDULE I:


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


2
North LaSalle Street


Chicago,
IL  60602


Attention:  Corporate Trust Administration — Structured
Finance


Telephone:  312-827-8663


Fax:  312-827-8562


Email:
john.ask@bnymellon.com


 


DEUTSCHE
BANK AG, NEW YORK BRANCH, as Administrative Agent


60
Wall Street, 3rd Floor


New
York, NY 10005-2858


Attention:  Robert Sheldon


Telephone:  (212) 250-4493


Fax:  (212) 797-5160


Email:
robert.sheldon@db.com


 


With
an electronic copy to: abs.conduits@db.com


 


DEUTSCHE
BANK AG, NEW YORK BRANCH, as a Funding Agent and a Committed Note Purchaser,
for SARATOGA FUNDING CORP., LLC, as a Conduit Investor


60
Wall Street, 3rd Floor


New
York, NY 10005-2858


Attention:  Ozan Kaya


Telephone:  (212) 250-4998


Fax:  (212) 797-5300


 


Or,
in the case of Saratoga Funding Corp., LLC:


 


60
Wall Street, 3rd Floor


New
York, NY 10005-2858


Attention:  Timothy Geraghty


Telephone:  (212) 250-7364


Fax:  (917) 338-3018


 


with
a copy to:


 


60
Wall Street, 3rd Floor


New
York, NY 10005-2858


Attention:  Rachel Wills


Telephone:  (904) 520-5359


Fax:  (904) 520-8175


 


A-3

















 


BANK OF AMERICA, N.A., as a
Funding Agent and a Committed Note Purchaser, for KITTY HAWK FUNDING
CORPORATION, as a Conduit Investor


214 North Tryon Street


Charlotte, NC 28255


Attention:  Tim Pacitto


Telephone:  (980) 388-9464


Fax:  (704) 387-2828


 


Or,
in the case of Kitty
Hawk Funding Corporation:


 


48 Wall Street


27th Floor


New York, NY 10005


Attention:  Laura A. Calvaruso


Telephone:  (212) 346-9000


Fax:  (212) 346-9012


 


THE BANK OF NOVA SCOTIA, acting
through its New York Agency, as a Funding Agent and a Committed Note Purchaser,
for LIBERTY STREET FUNDING LLC, as a Conduit Investor


One Liberty Plaza


26th Floor


New York, NY 10006


Attention:  Darren Ward


Telephone:  (212) 225-5264


Fax:  (212) 225-5274


 


Or,
in the case of
Liberty Street Funding LLC:


 


68 South Service Road


Suite 120


Melville, NY 11747


Attention:  Jill Russo


Telephone:  (631) 587-4700


Fax:  (212) 302-5151


 


BARCLAYS BANK PLC, as a Funding
Agent, for SHEFFIELD RECEIVABLES CORPORATION, as a Conduit Investor and a
Committed Note Purchaser


745 Seventh Avenue


5th Floor


New York, NY 10019


Attention:  Jeffrey Goldberg


Telephone:  (212) 528-7372


Fax:  N/A


 


A-4

















 


Or,
in the case of Sheffield Receivables Corporation:


 


c/o Barclays Bank PLC


745 Seventh Avenue


5th Floor


New York, NY 10019


Attention:  Janette Lieu


Telephone:  (212) 528-7475


Fax:  (917) 265-1116


 


BMO CAPITAL MARKETS CORP., as a
Funding Agent, for FAIRWAY FINANCE COMPANY LLC, as a Conduit Investor, and BANK
OF MONTREAL, as a Committed Note Purchaser


115
S. LaSalle Street, 13W


Chicago,
IL 60603


Attention:  Keith Niebrugge


Telephone:  (312) 461-3134


Fax:  (312) 293-4908


 


with
a copy to:


 


115
S. LaSalle Street, 13W


Chicago,
IL 60603


Attention:  Jeffrey BaCote


Telephone:  (312) 461-7449


Fax:  (312) 461-3189


 


Or,
in the case of Fairway Finance Company LLC:


 


c/o
Lord Securities Corp.


48
Wall Street


27th
Floor


New
York, NY 10005


Attention:  Phil Martone


Telephone:  (212) 346-9008


Fax:  (212) 346-9012


 


Or,
in the case of Bank of Montreal:


 


115
S. LaSalle Street, 13W


Chicago,
IL 60603


Attention:  Zachary Norman


Telephone:  (312) 461-3843


Fax:  (312) 293-4948


 


A-5

















 


CALYON
NEW YORK BRANCH, as a Funding Agent and a Committed Note Purchaser, for
ATLANTIC ASSET SECURITIZATION LLC, as a Conduit Investor


1301
Avenue of the Americas


New
York, NY 10019


Attention:  Florence Reyes


Telephone:  (212) 261-7897


Fax:  (917) 849-5447


 


with
a copy to:


 


1301
Avenue of the Americas


New
York, NY 10019


Attention:  Roman Burt


Telephone:  (212) 261-3996


Fax:  (917) 849-5447


 


Or,
in the case of Atlantic Asset Securitization LLC or Calyon New York Branch, as
a Committed Note Purchaser:


 


1301
Avenue of the Americas


New
York, NY 10019


Attention:  Tina Kourmpetis


Telephone:  (212) 261-7814


Fax:  (917) 849-5447


 


with
a copy to:


 


1301
Avenue of the Americas


New
York, NY 10019


Attention:  Betty Wu


Telephone:  (212) 261-7858


Fax:  (917) 849-5447


 


ING
CAPITAL MARKETS LLC, as a Funding Agent, for MONT BLANC CAPITAL CORP., as a
Conduit Investor, and ING BANK N.V. DUBLIN BRANCH, as a Committed Note
Purchaser


1325
Avenue of the Americas


New
York, NY 10019


Attention:  Dennis Strid


Telephone:  (646) 424-7908


Fax:  (646) 424-6489


 


Or,
in the case of ING Bank N.V. Dublin Branch:


 


A-6

















 


49
St. Stevens Green


Dublin
2, Ireland


Attention:  David Rea


Telephone:  +353 1 638 4038


Fax:  +353 1 638 4020


 


JPMORGAN
CHASE BANK, N.A., as a Funding Agent and a Committed Note Purchaser, for PARK
AVENUE RECEIVABLES COMPANY LLC (PARCO), as a Conduit Investor


10
S. Dearborn St.


Chicago,
IL 60603


Attention:  Hetal Patel


Telephone:  (312) 732-2651


Fax:  (312) 732-3600


 


with
a copy to:


 


10
S. Dearborn St.


Chicago,
IL 60603


Attention:  Mark Gilmore


Telephone:  (212) 834-5175


Fax:  (212) 834-6564


 


Or,
in the case of Park Avenue Receivables Company LLC (PARCO):


 


10
S. Dearborn St.


Chicago,
IL 60603


Attention:  Anthony Bero


Telephone:  (312) 732-4647


Fax:  (312) 732-1844


 


NATIXIS
FINANCIAL PRODUCTS INC., as a Funding Agent, for VERSAILLES ASSETS LLC, as a
Conduit Investor and a Committed Note Purchaser


9
West 57th St.


New
York, NY 10019


Attention:  Frank Fletcher


Telephone:  (212) 891-5878


Fax:  (212) 891-3335


 


Or,
in the case of Versailles Assets LLC:


 


c/o
Global Securitization Services LLC


68
South Service Road


Suite 120


 


A-7

















 


Melville,
NY 11747


Attention:  Andrew Stidd


Telephone:  (212) 302-8767


Fax:  (631) 587-4700


 


RBS
SECURITIES INC., as a Funding Agent, for AMSTERDAM FUNDING CORPORATION, as a
Conduit Investor, and THE ROYAL BANK OF SCOTLAND PLC, as a Committed Note
Purchaser


540
West Madison St.


Chicago
IL 60661


Attention:  David Donofrio


Telephone:  (312) 338-6720


Fax:  (312) 338-0140


 


Or,
in the case of Amsterdam Funding Corporation:


 


c/o
Global Securitization Services, LLC


68
South Service Road


Suite 120


Melville,
New York 11747


Attention:  Frank B. Bilotta


Telephone:  (212) 302-8331


Fax:  (212) 302-8767


 


A-8

















 


SCHEDULE
II:


 


	
  Funding
  Allocation by Funding Agent:

  	
   

  	
   

  	
   

  	
   

  
	
  DEUTSCHE
  BANK AG, NEW YORK BRANCH

  	
   

  	
  29.3500%

  	
   

  	
  $

  	
  627,525,000.00

  
	
  BANK OF AMERICA, N.A.

  	
   

  	
  10.5235%

  	
   

  	
  $

  	
  225,000,000.00

  
	
  THE BANK OF NOVA SCOTIA

  	
   

  	
  3.5078%

  	
   

  	
  $

  	
  75,000,000.00

  
	
  BARCLAYS BANK PLC

  	
   

  	
  14.0313%

  	
   

  	
  $

  	
  300,000,000.00

  
	
  BMO CAPITAL MARKETS CORP.

  	
   

  	
  4.6771%

  	
   

  	
  $

  	
  100,000,000.00

  
	
  CALYON
  NEW YORK BRANCH

  	
   

  	
  9.2253%

  	
   

  	
  $

  	
  197,244,000.00

  
	
  ING
  CAPITAL MARKETS LLC

  	
   

  	
  7.0157%

  	
   

  	
  $

  	
  150,000,000.00

  
	
  JPMORGAN
  CHASE BANK, N.A.

  	
   

  	
  12.0811%

  	
   

  	
  $

  	
  258,303,750.00

  
	
  NATIXIS
  FINANCIAL PRODUCTS INC.

  	
   

  	
  7.0157%

  	
   

  	
  $

  	
  150,000,000.00

  
	
  RBS
  SECURITIES INC.

  	
   

  	
  2.5724%

  	
   

  	
  $

  	
  55,000,000.00

  



 


A-9














 


EXHIBIT
B


TO


SERIES
2009-1 NOTE PURCHASE AGREEMENT


 


FORM OF ASSIGNMENT AND
ASSUMPTION AGREEMENT


 


ASSIGNMENT
AND ASSUMPTION AGREEMENT, dated as of [            ],
among [            ]
(the “Transferor”), each purchaser listed as an Acquiring Committed Note
Purchaser on the signature pages hereof (each, an “Acquiring Committed
Note Purchaser”), the Funding Agent with respect to such Acquiring
Committed Note Purchaser listed in the signature pages hereof (each, a “Funding
Agent”), and Hertz Vehicle Financing LLC, a Delaware limited liability
company (the “Company”).


 


W I T N E S S E T H:


 


WHEREAS,
this Assignment and Assumption Agreement is being executed and delivered in
accordance with subsection 9.17(a) of the Series 2009-1 Note Purchase
Agreement, dated as of September 18, 2009 (as from time to time amended,
supplemented or otherwise modified in accordance with the terms thereof, the “Series 2009-1
Note Purchase Agreement”; terms defined therein being used herein as
therein defined), among the Company, the Conduit Investors, the Committed Note
Purchasers, the Funding Agents named therein, The Hertz Corporation, as
Administrator and Deutsche Bank AG, New York Branch, as Administrative Agent
(in such capacity, the “Administrative Agent”);


 


WHEREAS,
each Acquiring Committed Note Purchaser  (if it is not already an existing Committed Note
Purchaser) wishes to
become a Committed Note Purchaser party to the Series 2009-1 Note Purchase
Agreement; and


 


WHEREAS,
the Transferor is selling and assigning to each Acquiring Committed Note Purchaser,
its rights, obligations and commitments under the Series 2009-1 Note
Purchase Agreement and the Series 2009-1 Notes;


 


NOW,
THEREFORE, the parties hereto hereby agree as follows:


 


Upon
the execution and delivery of this Assignment and Assumption Agreement by each
Acquiring Committed Note Purchaser, each Funding Agent, the Transferor and the
Company (the date of such execution and delivery, the “Transfer Issuance
Date”), each Acquiring Committed Note Purchaser shall be a Committed Note
Purchaser party to the Series 2009-1 Note Purchase Agreement for all
purposes thereof.


 


B-1

















 


The
Transferor acknowledges receipt from each Acquiring Committed Note Purchaser of
an amount equal to the purchase price, as agreed between the Transferor and
such Acquiring Committed Note Purchaser (the “Purchase Price”), of the
portion being purchased by such Acquiring Committed Note Purchaser (such
Acquiring Committed Note Purchaser’s “Purchased Percentage”) of the
Transferor’s Commitment under the Series 2009-1 Note Purchase Agreement
and the Transferor’s Investor Group Invested Amount.  The Transferor hereby irrevocably sells,
assigns and transfers to each Acquiring Committed Note Purchaser, without
recourse, representation or warranty, and each Acquiring Committed Note
Purchaser hereby irrevocably purchases, takes and assumes from the Transferor,
such Acquiring Committed Note Purchaser’s Purchased Percentage of the
Transferor’s Commitment under the Series 2009-1 Note Purchase Agreement
and the Transferor’s Investor Group Invested Amount.


 


The
Transferor has made arrangements with each Acquiring Committed Note Purchaser
with respect to (i) the portion, if any, to be paid, and the date or dates
for payment, by the Transferor to such Acquiring Committed Note Purchaser of
any program fees, undrawn facility fee, structuring and commitment fees or
other fees (collectively, the “Fees”) [heretofore received] by the
Transferor pursuant to Section 3.02 of the Series 2009-1 Note
Purchase Agreement prior to the Transfer Issuance Date [and (ii) the
portion, if any, to be paid, and the date or dates for payment, by such
Acquiring Committed Note Purchaser to the Transferor of Fees received by such
Acquiring Committed Note Purchaser pursuant to the Series 2009-1
Supplement from and after the Transfer Issuance Date].


 


From
and after the Transfer Issuance Date, amounts that would otherwise by payable
to or for the account of the Transferor pursuant to the Series 2009-1
Supplement or the Series 2009-1 Note Purchase Agreement shall, instead, be
payable to or for the account of the Transferor and the Acquiring Committed
Note Purchasers, as the case may be, in accordance with their respective
interests as reflected in this Assignment and Assumption Agreement, whether
such amounts have accrued prior to the Transfer Issuance Date or accrue
subsequent to the Transfer Issuance Date.


 


Each
of the parties to this Assignment and Assumption Agreement agrees that at any
time and from time to time upon the written request of any other party, it will
execute and deliver such further documents and do such further acts and things
as such other party may reasonably request in order to effect the purposes of
this Assignment and Assumption Agreement.


 


By
executing and delivering this Assignment and Assumption Agreement, the
Transferor and each Acquiring Committed Note Purchaser confirm to and agree
with each other and the Committed Note Purchasers as follows:  (i) other than the representation and
warranty that it is the legal and beneficial owner of the interest being
assigned hereby free and clear of any adverse claim, the Transferor makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Series 2009-1
Supplement, the Series 2009-1 Note Purchase Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Indenture, the Series 2009-1 Notes, the Related Documents or any
instrument or document furnished pursuant thereto; (ii) the Transferor
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Company or the performance or observance by
the 


 


B-2

















 


Company of any of the Company’s obligations under the
Indenture, the Related Documents or any other instrument or document furnished
pursuant hereto; (iii) each Acquiring Committed Note Purchaser confirms
that it has received a copy of the Indenture, the Series 2009-1 Note
Purchase Agreement and such other Related Documents and other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption Agreement; (iv) each
Acquiring Committed Note Purchaser will, independently and without reliance
upon the Administrative Agent, the Transferor or any other Investor Group and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Series 2009-1 Note Purchase Agreement; (v) each Acquiring
Committed Note Purchaser appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers under the Series 2009-1
Note Purchase Agreement as are delegated to the Administrative Agent by the
terms thereof, together with such powers as are reasonably incidental thereto,
all in accordance with Article 5 of the Series 2009-1 Note Purchase
Agreement; (vi) each Acquiring Committed Note Purchaser appoints and
authorizes a Funding Agent to take such action as agent on its behalf and to
exercise such powers under the Series 2009-1 Note Purchase Agreement as are
delegated to such Funding Agent by the terms thereof, together with such powers
as are reasonably incidental thereto, all in accordance with Article 5 of
the Series 2009-1 Note Purchase Agreement, (vii) each Acquiring
Committed Note Purchaser agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Series 2009-1 Note
Purchase Agreement are required to be performed by it as an Acquiring Committed
Note Purchaser and (viii) the Acquiring Committed Note Purchaser hereby
represents and warrants to HVF and the Administrator that the representations
and warranties contained in Section 6.03 of the Series 2009-1
Note Purchase Agreement are true and correct with respect to the Acquiring
Committed Note Purchaser on and as of the date hereof and the Acquiring
Committed Note Purchaser shall be deemed to have made such representations and
warranties contained in Section 6.03 of the Series 2009-1 Note
Purchase Agreement on and as of the date hereof.


 


Schedule
I hereto sets forth the revised Commitment Percentages of the Transferor and
each Acquiring Committed Note Purchaser as well as administrative information
with respect to each Acquiring Committed Note Purchaser and its Funding Agent.


 


This
Assignment and Assumption Agreement and all matters arising under or in any
manner relating to this Assignment and Assumption Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York, and
the obligations, rights and remedies of the parties hereto shall be determined
in accordance with such law.


 


B-3

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption
Agreement to be executed by their respective duly authorized officers as of the
date first set forth above.


 


	
   

  	
  [             ],
  as Transferor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [             ],
  as Acquiring Committed Note Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [             ],
  as Funding Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


B-4

















 


	
  CONSENTED AND
  ACKNOWLEDGED:

  	
   

  
	
   

  	
   

  
	
  HERTZ VEHICLE FINANCING
  LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


B-5

















 


SCHEDULE I


 


LIST OF ADDRESSES FOR
NOTICES


AND OF COMMITMENT
PERCENTAGES


 


DEUTSCHE BANK AG, NEW YORK
BRANCH, as


Administrative Agent


 


Address:


 


Attention:


Telephone:


Facsimile:


 


[TRANSFEROR]


 


	
  Address:

  	
  [           ]

  
	
   

  	
  Attention: [                  

  	
  ]

  
	
   

  	
  Telephone: [                

  	
  ]

  
	
   

  	
  Facsimile: [                 

  	
  ]

  



 


	
  Prior
  Commitment Percentage:

  	
  [

  	
  ]

  
	
   

  	
   

  	
   

  
	
  Revised
  Commitment Percentage:

  	
  [

  	
  ]

  
	
   

  	
   

  	
   

  
	
  Prior
  Investor Group Principal Amount:

  	
  [

  	
  ]

  
	
   

  	
   

  	
   

  
	
  Revised Investor Group
  Principal Amount:

  	
  [

  	
  ]

  



 


 


[TRANSFEROR FUNDING AGENT]


 


	
  Address:

  	
  [           ]

  
	
   

  	
  Attention: [                  

  	
  ]

  
	
   

  	
  Telephone: [                

  	
  ]

  
	
   

  	
  Facsimile: [                 

  	
  ]

  



 


[ACQUIRING COMMITTED NOTE
PURCHASER]


 


	
  Address:

  	
  [           ]

  
	
   

  	
  Attention: [                  

  	
  ]

  
	
   

  	
  Telephone: [                

  	
  ]

  
	
   

  	
  Facsimile: [                 

  	
  ]

  



 

















 


	
  Prior
  Commitment Percentage:

  	
  [

  	
  ]

  
	
   

  	
   

  	
   

  
	
  Revised
  Commitment Percentage:

  	
  [

  	
  ]

  
	
   

  	
   

  	
   

  
	
  Prior
  Investor Group Principal Amount:

  	
  [

  	
  ]

  
	
   

  	
   

  	
   

  
	
  Revised Investor Group
  Principal Amount:

  	
  [

  	
  ]

  



 


[ACQUIRING COMMITTED NOTE
PURCHASER FUNDING AGENT]


 


	
  Address:

  	
  [           ]

  
	
   

  	
  Attention: [                  

  	
  ]

  
	
   

  	
  Telephone: [                

  	
  ]

  
	
   

  	
  Facsimile: [                 

  	
  ]

  



 

















 


EXHIBIT
C


TO


SERIES
2009-1 NOTE PURCHASE AGREEMENT


 


FORM OF INVESTOR GROUP
SUPPLEMENT


 


INVESTOR
GROUP SUPPLEMENT, dated as of [   ], among (i) [     ]
(the “Transferor Investor Group”), (ii) [     ]
(the “Acquiring Investor Group”), (iii) the Funding Agent with
respect to the Acquiring Investor Group listed in the signature pages hereof
(each, a “Funding Agent”), and (iv) Hertz Vehicle Financing LLC, a
Delaware limited liability company (the “Company”).


 


W I T N E S S E T H:


 


WHEREAS,
this Investor Group Supplement is being executed and delivered in accordance
with subsection 9.17(c) of the Series 2009-1 Note Purchase Agreement,
dated as of September 18, 2009 (as from time to time amended, supplemented
or otherwise modified in accordance with the terms thereof, the “Series 2009-1
Note Purchase Agreement”; terms defined therein being used herein as
therein defined), among the Company, the Conduit Investors, the Committed Note
Purchasers, the Funding Agents named therein, The Hertz Corporation, as
Administrator and Deutsche Bank AG, New York Branch, as Administrative Agent
(in such capacity, the “Administrative Agent”);


 


WHEREAS,
the Acquiring Investor Group wishes to become a Conduit Investor and a
Committed Note Purchaser with respect to such Conduit Investor under the Series 2009-1
Note Purchase Agreement; and


 


WHEREAS,
the Transferor Investor Group is selling and assigning to the Acquiring Investor Group
its respective rights, obligations and commitments under the Series 2009-1
Note Purchase Agreement and the Series 2009-1 Notes with respect to the
percentage of its total commitment specified on Schedule I attached hereto;


 


NOW,
THEREFORE, the parties hereto hereby agree as follows:


 


Upon
the execution and delivery of this Investor Group Supplement by the Acquiring
Investor Group, each Funding Agent with respect thereto, the Transferor
Investor Group and the Company (the date of such execution and delivery, the “Transfer
Issuance Date”), the Conduit Investor and the Committed Note Purchasers
with respect to the Acquiring Investor Group shall be parties to the Series 2009-1
Note Purchase Agreement for all purposes thereof.


 


The
Transferor Investor Group acknowledges receipt from the Acquiring Investor
Group of an amount equal to the purchase price, as agreed between the
Transferor Investor Group and the Acquiring Investor Group (the “Purchase
Price”), of the portion being purchased by the Acquiring Investor Group
(the Acquiring Investor Group’s “Purchased Percentage”) of


 

















 


the Commitment Amount with respect to the Committed
Note Purchasers included in the Transferor Investor Group under the Series 2009-1
Note Purchase Agreement and the Transferor Investor Group’s Investor Group
Principal Amount.  The Transferor
Investor Group hereby irrevocably sells, assigns and transfers to the Acquiring
Investor Group, without recourse, representation or warranty, and the Acquiring
Investor Group hereby irrevocably purchases, takes and assumes from the
Transferor Investor Group, the Acquiring Investor Group’s Purchased Percentage
of the Commitment with respect to the Committed Note Purchasers included in the
Transferor Investor Group under the Series 2009-1 Note Purchase Agreement
and the Transferor Investor Group’s Investor Group Principal Amount.


 


From
and after the Transfer Issuance Date, amounts that would otherwise be payable
to or for the account of the Transferor Investor Group pursuant to the Series 2009-1
Supplement or the Series 2009-1 Note Purchase Agreement shall, instead, be
payable to or for the account of the Transferor Investor Group and the
Acquiring Investor Group, as the case may be, in accordance with their
respective interests as reflected in this Investor Group Supplement, whether
such amounts have accrued prior to the Transfer Issuance Date or accrue
subsequent to the Transfer Issuance Date.


 


Each
of the parties to this Investor Group Supplement agrees that at any time and
from time to time upon the written request of any other party, it will execute
and deliver such further documents and do such further acts and things as such
other party may reasonably request in order to effect the purposes of this
Investor Group Supplement.


 


By
executing and delivering this Investor Group Supplement, the Transferor
Investor Group and the Acquiring Investor Group confirm to and agree with each
other as follows:  (i) other than
the representation and warranty that it is the legal and beneficial owner of
the interest being assigned hereby free and clear of any adverse claim, the
Transferor Investor Group makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Series 2009-1 Supplement, the Series 2009-1
Note Purchase Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Indenture, the Series 2009-1
Notes, the Related Documents or any instrument or document furnished pursuant
thereto; (ii) the Transferor Investor Group makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Company or the performance or observance by the Company of any of the
Company’s obligations under the Indenture, the Series 2009-1 Note Purchase
Agreement, the Related Documents or any other instrument or document furnished
pursuant hereto; (iii) the Acquiring Investor Group confirms that it has
received a copy of the Indenture, the Series 2009-1 Note Purchase
Agreement and such other Related Documents and other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Investor Group Supplement; (iv) the Acquiring Investor
Group will, independently and without reliance upon the Administrative Agent,
the Transferor Investor Group or any other Person and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Series 2009-1
Note Purchase Agreement; (v) the Acquiring Investor Group appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under the Series 2009-1 Note Purchase Agreement
as are delegated to the Administrative Agent by the terms thereof, together
with such powers as are reasonably 


 


C-2

















 


incidental thereto, all in accordance with Article 5
of the Series 2009-1 Note Purchase Agreement; (vi) each member of the
Acquiring Investor Group appoints and authorizes its respective Funding Agent,
listed on Schedule I hereto, to take such action as agent on its behalf and to
exercise such powers under the Series 2009-1 Note Purchase Agreement as
are delegated to such Funding Agent by the terms thereof, together with such
powers as are reasonably incidental thereto, all in accordance with Article 5
of the Series 2009-1 Note Purchase Agreement, (vii) each member of
the Acquiring Investor Group agrees that it will perform in accordance with
their terms all of the obligations which by the terms of the Series 2009-1
Note Purchase Agreement are required to be performed by it as a member of the
Acquiring Investor Group and (viii) each member of the Acquiring Investor
Group hereby represents and warrants to HVF and the Administrator that the
representations and warranties contained in Section 6.03 of the Series 2009-1
Note Purchase Agreement are true and correct with respect to the Acquiring Investor
Group on and as of the date hereof and the Acquiring Investor Group shall be
deemed to have made such representations and warranties contained in Section 6.03
of the Series 2009-1 Note Purchase Agreement on and as of the date hereof.


 


Schedule
I hereto sets forth the revised Commitment Percentages of the Transferor
Investor Group and the Acquiring Investor Group, as well as administrative
information with respect to the Acquiring Investor Group and its Funding Agent.


 


This
Investor Group Supplement and all matters arising under or in any manner
relating to this Investor Group Supplement shall be governed by, and construed
in accordance with, the laws of the State of New York, and the obligations,
rights and remedies of the parties hereto shall be determined in accordance
with such law.


 


C-3














 


IN
WITNESS WHEREOF, the parties hereto have caused this Investor Group Supplement
to be executed by their respective duly authorized officers as of the date
first set forth above.


 


	
   

  	
  [          ],
  as Transferor Investor Group

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [          ],
  as Transferor Investor Group

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [          ],
  as Acquiring Investor Group

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [          ],
  as Acquiring Investor Group

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [          ],
  as Funding Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  



 


	
  CONSENTED AND
  ACKNOWLEDGED:

  	
   

  
	
   

  	
   

  
	
  HERTZ VEHICLE FINANCING
  LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
    Title:

  	
   

  
				



 


C-4

















 


LIST OF ADDRESSES FOR
NOTICES


AND OF COMMITMENT
PERCENTAGES


 

















 


EXHIBIT
D


TO


SERIES
2009-1 NOTE PURCHASE AGREEMENT


 


ADDENDUM TO AGREEMENT


 


Each of the undersigned:


 


(i) confirms that it has received a copy of the
Series 2009-1 Note Purchase Agreement, dated as of September 18, 2009
(as from time to time amended, supplemented or otherwise modified in accordance
with the terms thereof, the “Series 2009-1 Note Purchase Agreement”;
terms defined therein being used herein as therein defined), among HVF, the
Conduit Investors, the Committed Note Purchasers, the Funding Agents named
therein, The Hertz Corporation, as Administrator and Deutsche Bank AG, New York
Branch, as Administrative Agent (in such capacity, the “Administrative Agent”)
and such other agreements, documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Addendum;


 


(ii) appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such powers
under the Series 2009-1 Note Purchaser Agreement as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto;


 


(iii) agrees to all of the provisions of the Series 2009-1
Note Purchase Agreement;


 


(iv) agrees that the related Maximum Investor
Group Principal Amount is
$                                  
(including any portion of the Maximum Investor Group Principal Amount of such
Investor Group acquired pursuant to an assignment to such Investor Group as an
Acquiring Investor Group) and the related Committed Note Purchaser’s  Committed Note Purchaser Percentage is
       percent (    %);


 


(v) designates
                      
as the Funding Agent for itself, and such Funding Agent hereby accepts such
appointment;


 


(vi) becomes a party to the Series 2009-1
Note Purchase Agreement and a Conduit Investor, Committed Note Purchaser or
Funding Agent, as the case may be, thereunder with the same effect as if the
undersigned were an original signatory to the Series 2009-1 Note Purchase
Agreement; and


 


(vii) each member of the Additional Investor
Group hereby represents and warrants that the representations and warranties
contained in Section 6.03 of the Series 2009-1 Note Purchase
Agreement are true and correct with respect to the Additional Investor Group on
and as of the date hereof and the Additional Investor Group shall be deemed to
have made such representations and warranties contained in Section 6.03 of
the Series 2009-1 Note Purchase Agreement on and as of the date
hereof.  The notice address for each
member of the Additional Investor Group is as follows:


 


II-1

















 


[INSERT
CONTACT INFORMATION FOR EACH ENTITY]


 


This Addendum shall be effective when a counterpart
hereof, signed by the undersigned, HVF and the Administrative Agent has been
delivered to the parties hereto.


 


This Addendum shall be governed by and construed in
accordance with the laws of the State of New York.


 


IN WITNESS WHEREOF, the undersigned have caused this
Addendum to be duly executed and delivered by its duly authorized officer or
agent as of this          day of
                    ,
20    .


 


 


	
   

  	
  [NAME OF ADDITIONAL FUNDING AGENT], 

  as Funding Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [NAME OF ADDITIONAL CONDUIT 

  PURCHASER], as Conduit Investor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [NAME OF ADDITIONAL COMMITTED 

  PURCHASER], as Committed Note Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  Acknowledged and Agreed to as of the date 

  first above written:

  
	
   

  	
   

  
	
   

  	
  HERTZ VEHICLE FINANCING LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK AG, NEW YORK 

  BRANCH, as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: