Exhibit 4.9.11


 


EXECUTION VERSION


 


THIRD AMENDED AND RESTATED COLLATERAL AGENCY
AGREEMENT


 


among


 


HERTZ VEHICLE FINANCING LLC,

as a grantor,


 


HERTZ GENERAL INTEREST LLC,

as a grantor,


 


THE HERTZ CORPORATION,

as Servicer,


 


THE HERTZ CORPORATION,

as a secured party,


 


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

as a secured party,

not in its individual capacity but solely

as Trustee,


 


and


 


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

not in its individual capacity but solely

as Collateral Agent,


 


Dated as of September 18, 2009


 

















 


Table of Contents


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  CERTAIN DEFINITIONS

  	
   

  	
  2

  
	
  SECTION 1.1.

  	
  Certain Definitions

  	
   

  	
  2

  
	
  SECTION 1.2.

  	
  Interpretation and Construction

  	
   

  	
  3

  
	
  ARTICLE
  II

  	
  COLLATERAL
  AGENT AS LIENHOLDER FOR THE SECURED PARTIES

  	
   

  	
  3

  
	
  SECTION 2.1.

  	
  Security Interest

  	
   

  	
  3

  
	
  SECTION 2.2.

  	
  Designation of HVF Vehicles and HGI Vehicles

  	
   

  	
  11

  
	
  SECTION 2.3.

  	
  Redesignation of Vehicles

  	
   

  	
  12

  
	
  SECTION 2.4.

  	
  Servicer’s Fleet Reports

  	
   

  	
  12

  
	
  SECTION 2.5.

  	
  Collateral Accounts

  	
   

  	
  13

  
	
  SECTION 2.6.

  	
  Certificates of Title

  	
   

  	
  16

  
	
  SECTION 2.7.

  	
  Release of Collateral

  	
   

  	
  18

  
	
  ARTICLE
  III

  	
  THE
  SERVICER

  	
   

  	
  19

  
	
  SECTION 3.1.

  	
  Acceptance of Appointment

  	
   

  	
  19

  
	
  SECTION 3.2.

  	
  Servicer Functions

  	
   

  	
  19

  
	
  SECTION 3.3.

  	
  The Servicer Not to Resign

  	
   

  	
  20

  
	
  SECTION 3.4.

  	
  Servicing Rights of Collateral Agent

  	
   

  	
  20

  
	
  SECTION 3.5.

  	
  Incumbency Certificate

  	
   

  	
  20

  
	
  SECTION 3.6.

  	
  Effective Period and Termination

  	
   

  	
  20

  
	
  ARTICLE
  IV

  	
  REPRESENTATIONS,
  WARRANTIES AND COVENANTS

  	
   

  	
  21

  
	
  SECTION 4.1.

  	
  Representations and Warranties of the Grantors

  	
   

  	
  21

  
	
  SECTION 4.2.

  	
  Representations and Warranties of the Servicer

  	
   

  	
  22

  
	
  SECTION 4.3.

  	
  Covenants of Grantors

  	
   

  	
  23

  
	
  ARTICLE
  V

  	
  THE
  COLLATERAL AGENT

  	
   

  	
  23

  
	
  SECTION 5.1.

  	
  Appointment

  	
   

  	
  23

  
	
  SECTION 5.2.

  	
  Representations

  	
   

  	
  25

  
	
  SECTION 5.3.

  	
  Exculpatory Provisions

  	
   

  	
  25

  
	
  SECTION 5.4.

  	
  Limitations on Duties of the Collateral Agent

  	
   

  	
  25

  
	
  SECTION 5.5.

  	
  Resignation and Removal of Collateral Agent

  	
   

  	
  28

  
	
  SECTION 5.6.

  	
  Qualification of Successors to Collateral Agent

  	
   

  	
  29

  



 


i

















 


	
  SECTION 5.7.

  	
  Merger of the Collateral Agent

  	
   

  	
  29

  
	
  SECTION 5.8.

  	
  Compensation and Expenses

  	
   

  	
  29

  
	
  SECTION 5.9.

  	
  Stamp, Other Similar Taxes and Filing Fees

  	
   

  	
  30

  
	
  SECTION 5.10.

  	
  Indemnification

  	
   

  	
  30

  
	
  SECTION 5.11.

  	
  Waiver of Set-Off by the Collateral Agent

  	
   

  	
  31

  
	
  ARTICLE
  VI

  	
  MISCELLANEOUS

  	
   

  	
  31

  
	
  SECTION 6.1.

  	
  Amendments, Supplements and Waivers

  	
   

  	
  31

  
	
  SECTION 6.2.

  	
  Notices

  	
   

  	
  31

  
	
  SECTION 6.3.

  	
  Headings

  	
   

  	
  32

  
	
  SECTION 6.4.

  	
  Severability

  	
   

  	
  32

  
	
  SECTION 6.5.

  	
  Counterparts

  	
   

  	
  32

  
	
  SECTION 6.6.

  	
  Binding Effect

  	
   

  	
  32

  
	
  SECTION 6.7.

  	
  Governing Law

  	
   

  	
  32

  
	
  SECTION 6.8.

  	
  Effectiveness

  	
   

  	
  32

  
	
  SECTION 6.9.

  	
  Termination of this Agreement

  	
   

  	
  32

  
	
  SECTION 6.10.

  	
  No Bankruptcy Petition Against the Grantors

  	
   

  	
  32

  
	
  SECTION 6.11.

  	
  No Waiver; Cumulative Remedies

  	
   

  	
  33

  
	
  SECTION 6.12.

  	
  Submission To Jurisdiction; Waivers

  	
   

  	
  33

  
	
  SECTION 6.13.

  	
  Waiver of Jury Trial

  	
   

  	
  33

  
	
  SECTION 6.14.

  	
  Insurance Notification

  	
   

  	
  34

  
	
  SECTION 6.15.

  	
  Waiver of Set-Off With Respect to the Grantors

  	
   

  	
  34

  
	
  SECTION 6.16.

  	
  Confidentiality

  	
   

  	
  34

  
	
  SECTION 6.17.

  	
  No Recourse

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Servicer’s Fleet Report

  	
   

  	
   

  
	
  Exhibit B

  	
  Power of Attorney

  	
   

  	
   

  



 


ii

















 


COLLATERAL AGENCY AGREEMENT


 


THIS
THIRD AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, 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 hereof, this “Agreement”),
among HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”),
and HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”),
as grantors (each a “Grantor”), THE HERTZ CORPORATION, a Delaware
corporation (“Hertz”), as Servicer (in such capacity, the “Servicer”),
THE HERTZ CORPORATION, as a secured party (the “HGI Secured Party”), and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association
(not in its individual capacity but solely as Trustee on behalf of the
Indenture Noteholders under the Indenture), as a secured party on behalf of the
Noteholders (the “HVF General Secured Party”) and as secured party on
behalf of the Segregated Noteholders of each Segregated Collateral Agency Series (with
respect to any such Segregated Series of Notes and the Series-Specific
Collateral related thereto, the “HVF Segregated Series Secured Party”
and with respect to all such Segregated Series of Notes and all such
Series-Specific Collateral, the “HVF Segregated Secured Party” and,
together with the HVF General Secured Party, the “HVF Secured Party”)
(the HVF Secured Party together with the HGI Secured Party, the “Secured
Parties”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., (f/k/a BNY
Midwest Trust Company) as collateral agent for the Secured Parties (in such
capacity, the “Collateral Agent”).


 


W I T N E S S E T H:


 


WHEREAS,
HVF, HGI, Hertz, the Trustee and the Collateral Agent entered into a Second
Amended and Restated Collateral Agency Agreement dated as of January 27,
2007 (the “Prior Agreement”);


 


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


 


WHEREAS,
HVF owns and will from time to time acquire Vehicles and lease the HVF Vehicles
to Hertz for use in Hertz’s daily domestic rental operations and, in certain
circumstances, for use by Hertz’s and Hertz Equipment Rental Corporation’s
employees, in each case pursuant to the HVF Lease;


 


WHEREAS,
HVF owns and will from time to time acquire Vehicles and lease the HVF
Segregated Vehicles to Hertz for use in Hertz’s daily domestic rental
operations and, in certain circumstances, for use by Hertz’s and Hertz
Equipment Rental Corporation’s employees, in each case pursuant to the
applicable Segregated Series Lease;


 


WHEREAS,
HVF will finance certain of the HVF Vehicles and HVF Segregated Vehicles by
issuing Series of Notes and Segregated Series of Notes, respectively,
pursuant to that certain Third Amended and Restated Base Indenture dated as of September 18, 2009 between HVF and The Bank of New
York Mellon Trust Company, N.A., as trustee (as such Third Amended and Restated
Base Indenture may be amended, supplemented, restated or otherwise modified
from time to time in accordance with its terms, the “Base Indenture”);


 

















 


WHEREAS,
HGI owns and will from time to time acquire Vehicles and lease the HGI Vehicles
to Hertz for use in Hertz’s daily domestic rental operations and, in certain
circumstances, for use by Hertz’s and Hertz Equipment Rental Corporation’s
employees, in each case pursuant to the HGI Lease;


 


WHEREAS,
pursuant to the HGI Credit Facility, Hertz has agreed to make extensions of
credit to HGI upon the terms and subject to the conditions set forth therein in
order to finance Vehicles;


 


WHEREAS,
The Bank of New York Mellon Trust Company, N.A. has agreed to act as Collateral
Agent on behalf of the Secured Parties, and in its capacity as Collateral Agent
to be named as lienholder on the Certificates of Title for the HVF Vehicles
(other than the Initial Hertz Vehicles and the Service Vehicles), the HVF
Segregated Vehicles relating to each Segregated Collateral Agency Series and
the HGI Vehicles for the benefit of the Secured Parties;


 


NOW,
THEREFORE, in consideration of the premises and to induce the Trustee to enter
into the Base Indenture and, as a condition precedent to the issuance of any Series of
Notes thereunder, HVF hereby agrees with the Collateral Agent for the benefit
of the HVF General Secured Party, to induce Hertz to extend credit to HGI under
the Hertz Credit Facility, and to induce the Trustee from time to time to enter
into a Segregated Series Supplement to the Base Indenture and, as a
condition precedent to the issuance of any Segregated Collateral Agency Series thereunder,
HVF herby agrees with the Collateral Agent for the benefit of the HVF
Segregated Series Secured Party, HGI hereby agrees with the Collateral
Agent for the benefit of HGI Secured Party as follows:


 


ARTICLE I



CERTAIN DEFINITIONS


 


SECTION 1.1.  Certain Definitions.  Unless otherwise specified herein,
capitalized terms used herein (including the preamble and the recitals hereto)
shall have the meanings assigned to such terms (a) in the Definitions List
attached as Schedule I to the Base Indenture as such Definitions List may be
amended or modified from time to time in accordance with the provisions of the
Base Indenture (the “Definitions List”), except that (i) for
purposes of this Agreement only, the term “Related Documents” shall be deemed
to include the HGI Lease and the HGI Credit Facility and (ii) the term “Vehicles”
as used herein and, for purposes of this Agreement only, as used in the
Definitions List shall have the meaning assigned to that term in the Master
Exchange Agreement or (b) in the Master Exchange Agreement; provided,
that, if any such capitalized term is defined in the Base Indenture, but has a
corresponding Segregated Series-specific definition set forth in the related
Segregated Series Supplement, the capitalized term set forth herein shall
have the meaning of the corresponding Segregated Series-specific definition set
forth in the applicable Segregated Series Supplement in all contexts
relating to the HVF Segregated Vehicles and HVF Segregated Vehicle Collateral
that constitute Series-Specific Collateral for such Segregated Series; provided,
further, that if any capitalized term is defined in each of the Base
Indenture and the HGI Lease, the definition of such capitalized term set forth
in 


 


2

















 


the HGI Lease shall apply in all contexts relating to the HGI Vehicles
and HGI Vehicle Collateral.


 


SECTION 1.2.  Interpretation and Construction.  Unless the context of this Agreement
otherwise clearly requires, references to the plural include the singular, to
the singular include the plural and to the part include the whole.  The words “hereof”, “herein”, “hereunder” and
similar terms in this Agreement refer to this Agreement as a whole and not to
any particular provision of this Agreement. 
Unless otherwise stated in this Agreement, in the computation of a
period of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to but
excluding”.  Sections and other headings
contained in this Agreement are for reference purposes only and shall not
control or affect the construction of this Agreement or the interpretation
hereof in any respect.  Section,
subsection and exhibit references are to this Agreement unless otherwise
specified.  As used in this Agreement,
the masculine, feminine or neuter gender shall each be deemed to include the
others whenever the context so indicates.


 


ARTICLE II



COLLATERAL AGENT AS LIENHOLDER

FOR THE SECURED PARTIES


 


SECTION 2.1.  Security Interest.  (a)  Grant by HVF for the benefit of
the HVF General Secured Party for the Further Benefit of Noteholders.  As security for the payment of the Note
Obligations from time to time owing by HVF under the Indenture, HVF hereby
grants, pledges and assigns to the Collateral Agent for the benefit of the HVF
General Secured Party a security interest in all right, title and interest of
HVF in, to and under the following, whether now existing or hereafter acquired
(the “HVF Vehicle Collateral”):


 


(i) all HVF Vehicles and all Certificates of Title with respect
thereto;


 


(ii) all Manufacturer Programs as they relate to the HVF Vehicles
and all monies due and to become due in respect of such HVF Vehicles from the
Manufacturers under or in connection with the Manufacturer Programs (other than
Excluded Payments) whether payable as vehicle repurchase prices, auction
prices, auction sales proceeds, guaranteed depreciation payments, incentive
payments in respect of sales of Program Vehicles outside of the related
Manufacturer Programs, fees, expenses, costs, indemnities, insurance
recoveries, damages for breach of the Manufacturer Programs or otherwise and
all rights to compel performance and otherwise exercise remedies relating to
the HVF Vehicles thereunder and/or such monies due or to become due with
respect thereto;


 


(iii) the Assignment Agreements as they relate to the HVF
Vehicles, including, without limitation, all rights, remedies, powers,
privileges and claims of HVF against any other party under or with respect to
the Assignment Agreements as they relate to such HVF Vehicles (whether arising
pursuant to the terms of the Assignment Agreements or otherwise available to
HVF at law or in equity), and the right to enforce any of the Assignment
Agreements as they relate 


 


3

















 


to
such HVF Vehicles and to give or withhold any and all consents, requests,
notices, directions, approvals, extensions or waivers under or with respect to
the Assignment Agreements or the obligations of any party thereunder, in each
case as the same relate to such HVF Vehicles;


 


(iv) the Nominee Agreement as it relates to the HVF Vehicles,
including, without limitation, all rights, remedies, powers, privileges and
claims of HVF against any other party under or with respect to the Nominee
Agreement as it relates to such HVF Vehicles (whether arising pursuant to the
terms of the Nominee Agreement or otherwise available to HVF at law or in
equity), and the right to enforce the Nominee Agreement as it relates to such
HVF Vehicles and to give or withhold any and all consents, requests, notices,
directions, approvals, extensions or waivers under or with respect to the
Nominee Agreement or the obligations of any party thereunder, in each case as
the same relate to such HVF Vehicles;


 


(v) the Hertz Nominee Agreement as it relates to the HVF Vehicles,
including, without limitation, all rights, remedies, powers, privileges and
claims of HVF against any other party under or with respect to the Hertz
Nominee Agreement as it relates to such HVF Vehicles (whether arising pursuant
to the terms of the Hertz Nominee Agreement or otherwise available to HVF at
law or in equity), and the right to enforce the Hertz Nominee Agreement as it
relates to such HVF Vehicles and to give or withhold any and all consents,
requests, notices, directions, approvals, extensions or waivers under or with
respect to the Hertz Nominee Agreement or the obligations of any party
thereunder in each case as the same relates to the HVF Vehicles;


 


(vi) the HFC Nominee Agreement as it relates to the HVF Vehicles,
including, without limitation, all rights, remedies, powers, privileges and
claims of HVF against any other party under or with respect to the HFC Nominee
Agreement as it relates to such HVF Vehicles (whether arising pursuant to the
terms of the HFC Nominee Agreement or otherwise available to HVF at law or in
equity), and the right to enforce the HFC Nominee Agreement as it relates to
such HVF Vehicles and to give or withhold any and all consents, requests,
notices, directions, approvals, extensions or waivers under or with respect to
the HFC Nominee Agreement or the obligations of any party thereunder in each
case as the same relates to the HVF Vehicles;


 


(vii) all sale or other proceeds from the disposition of HVF
Vehicles, including all monies due in respect of such HVF Vehicles, whether
payable as the purchase price of such Vehicles, or as related fees, expenses,
costs, indemnities, insurance recoveries, or otherwise;


 


(viii) all payments and claims under insurance policies (whether
or not the Collateral Agent or the HVF General Secured Party is named as the
loss payee 


 


4

















 


thereof)
with respect to HVF Vehicles or any warranty payable by reason of loss or
damage to, or otherwise with respect to, any of such HVF Vehicles;


 


(ix) the Collateral Accounts, all monies on deposit from time to
time in the Collateral Accounts constituting proceeds from the disposition of
or otherwise arising from, related to or in respect of HVF Vehicles and all
proceeds thereof;


 


(x) the Master Exchange Agreement and the Escrow Agreement as they
relate to the HVF Vehicles and all monies due and to become due to HVF thereunder
in respect of the HVF Vehicles, whether payable by the Intermediary to HVF from
the accounts maintained pursuant to the Escrow Agreement or payable as damages
for breach of the Master Exchange Agreement, the Escrow Agreement or otherwise
and all rights to compel performance and otherwise exercise remedies
thereunder, in each case to the extent such agreements relate to HVF Vehicles,
including, without limitation, all rights, remedies, powers, privileges and
claims of HVF against any other party under or with respect to the Master
Exchange Agreement and the Escrow Agreement (whether arising pursuant to the
terms of the Master Exchange Agreement or the Escrow Agreement or otherwise
available to HVF at law or in equity) to the extent such rights, remedies,
powers, privileges and claims relate to HVF Vehicles, and the right to enforce
the Master Exchange Agreement and the Escrow Agreement and to give or withhold
any and all consents, requests, notices, directions, approvals, extensions or
waivers under or with respect to the Master Exchange Agreement or the Escrow
Agreement or the obligations of any party thereunder, in each case to the
extent relating to HVF Vehicles; provided, however, that in the case of any
funds held in the accounts maintained pursuant to the Escrow Agreement that
constitute Relinquished Property Proceeds, such funds shall not constitute HVF
Vehicle Collateral unless such funds are or become Additional Subsidies; and


 


(xi) to the extent not otherwise included, all Proceeds and products of
any and all of the foregoing and all collateral security and guarantees given
by any Person with respect to any of the foregoing.


 


(b)              Grant by HVF for the Benefit of HVF Segregated Series Secured
Party for the Further Benefit of the Holders of a Segregated Series of
Note.  As security for the payment of
the respective obligations in respect of the Segregated Series Note
Obligations from time to time owing by HVF under the Indenture with respect to
a Segregated Series, HVF hereby grants, pledges and assigns to the Collateral
Agent for the benefit of the HVF Series Segregated Secured Party for the
further benefit of the holders of the related Segregated Notes a security
interest in all right, title and interest of HVF in, to and under the
following, whether now existing or hereafter acquired (with respect to such
Segregated Series, the “HVF Segregated Series Vehicle Collateral”
and the HVF Segregated Series Vehicle Collateral with respect to all
Segregated Collateral Agency Series, the “HVF Segregated Vehicle Collateral”):


 


(i) all HVF Segregated Vehicles relating to such Segregated Series and
all Certificates of Title with respect thereto;


 


5

















 


(ii) all Manufacturer Programs as they relate to such HVF
Segregated Vehicles relating to such Segregated Series and all monies due
and to become due in respect of such HVF Segregated Vehicles from the
Manufacturers under or in connection with the Manufacturer Programs (other than
Excluded Payments) whether payable as vehicle repurchase prices, auction
prices, auction sales proceeds, guaranteed depreciation payments, incentive
payments in respect of sales of Program Vehicles outside of the related
Manufacturer Programs, fees, expenses, costs, indemnities, insurance recoveries,
damages for breach of the Manufacturer Programs or otherwise and all rights to
compel performance and otherwise exercise remedies relating to such HVF
Segregated Vehicles thereunder and/or such monies due or to become due with
respect thereto;


 


(iii) the Assignment Agreements as they relate to such HVF
Segregated Vehicles relating to such Segregated Series, including, without
limitation, all rights, remedies, powers, privileges and claims of HVF against
any other party under or with respect to the Assignment Agreements as they
relate to such HVF Segregated Vehicles (whether arising pursuant to the terms
of the Assignment Agreements or otherwise available to HVF at law or in
equity), and the right to enforce any of the Assignment Agreements as they relate
to such HVF Segregated Vehicles and to give or withhold any and all consents,
requests, notices, directions, approvals, extensions or waivers under or with
respect to the Assignment Agreements or the obligations of any party
thereunder, as the same relates to such HVF Segregated Vehicles;


 


(iv) the Nominee Agreement as it relates to such HVF Segregated
Vehicles relating to such Segregated Series, including, without limitation, all
rights, remedies, powers, privileges and claims of HVF against any other party
under or with respect to the Nominee Agreement as it relates to such HVF
Segregated Vehicles (whether arising pursuant to the terms of the Nominee
Agreement or otherwise available to HVF at law or in equity), and the right to
enforce the Nominee Agreement as it relates to such HVF Segregated Vehicles and
to give or withhold any and all consents, requests, notices, directions,
approvals, extensions or waivers under or with respect to the Nominee Agreement
or the obligations of any party thereunder, in each case as the same relates to
the HVF Segregated Vehicles;


 


(v) all sale or other proceeds from the disposition of such HVF
Segregated Vehicles relating to such Segregated Series, including all monies
due in respect of such HVF Segregated Vehicles, whether payable as the purchase
price of such Vehicles, or as related fees, expenses, costs, indemnities,
insurance recoveries, or otherwise;


 


(vi) all payments and claims under insurance policies (whether or
not the Collateral Agent or the HVF Series Segregated Secured Party is
named as the loss payee thereof) with respect to such HVF Segregated Vehicles
relating to such 


 


6

















 


Segregated
Series or any warranty payable by reason of loss or damage to, or
otherwise with respect to, any of such HVF Segregated Vehicles;


 


(vii) the Collateral Accounts, all monies on deposit from time to
time in the Collateral Accounts constituting proceeds from the disposition of
or otherwise arising from, related to or in respect of such HVF Segregated
Vehicles relating to such Segregated Series, and all proceeds thereof;


 


(viii) the Master Exchange Agreement and the Escrow Agreement as
they relate to such HVF Segregated Vehicles relating to such Segregated Series and
all monies due and to become due to HVF thereunder in respect of such HVF
Segregated Vehicles, whether payable by the Intermediary to HVF from the
accounts maintained pursuant to the or Escrow Agreement or payable as damages
for breach of the Master Exchange Agreement, the Escrow Agreement or otherwise
and all rights to compel performance and otherwise exercise remedies
thereunder, in each case to the extent such agreements relate to such HVF
Segregated Vehicles, including, without limitation, all rights, remedies,
powers, privileges and claims of HVF against any other party under or with
respect to the Master Exchange Agreement and the Escrow Agreement (whether
arising pursuant to the terms of the Master Exchange Agreement or the Escrow
Agreement or otherwise available to HVF at law or in equity) to the extent such
rights, remedies, powers, privileges and claims relate to such HVF Segregated
Vehicles, and the right to enforce the Master Exchange Agreement and the Escrow
Agreement and to give or withhold any and all consents, requests, notices,
directions, approvals, extensions or waivers under or with respect to the
Master Exchange Agreement or the Escrow Agreement or the obligations of any
party thereunder, in each case to the extent relating to such HVF Segregated
Vehicles; provided, however, that in the case of any funds held in the accounts
maintained pursuant to the Escrow Agreement that constitute Relinquished
Property Proceeds, such funds shall not constitute HVF Segregated Series Vehicle
Collateral unless such funds are or become Additional Subsidies; and


 


(ix) to the extent not otherwise included, all Proceeds and
products of any and all of the foregoing and all collateral security and
guarantees given by any Person with respect to any of the foregoing.


 


(c)  Grant by HGI.
 As security for the payment of the
unpaid principal of and interest on all loans made to HGI under the HGI Credit
Facility and all other obligations and liabilities of HGI from time to time
owing by HGI to Hertz thereunder, HGI hereby grants, pledges and assigns to the
Collateral Agent for the benefit of HGI Secured Party, a security interest in
all right, title and interest of HGI in, to and under the following, whether
now existing or hereafter acquired (the “HGI Vehicle Collateral” and
together with the HVF Vehicle Collateral and the HVF Segregated Vehicle
Collateral, the “Vehicle Collateral”):


 


(i) all HGI Vehicles and all Certificates of Title with respect
thereto;


 


7














 


(ii) all Manufacturer Programs as they relate to such HGI Vehicles
and all monies due and to become due in respect of the HGI Vehicles from the
Manufacturers under or in connection with the Manufacturer Programs (other than
Excluded Payments) whether payable as vehicle repurchase prices, auction
prices, auction sales proceeds, guaranteed depreciation payments, incentive
payments in respect of sales of Program Vehicles outside of the related
Manufacturer Programs, fees, expenses, costs, indemnities, insurance
recoveries, damages for breach of the Manufacturer Programs or otherwise and
all rights to compel performance and otherwise exercise remedies relating to
the HGI Vehicles thereunder and/or such monies due or to become due with
respect thereto;


 


(iii) the Assignment Agreements as they relate to the HGI
Vehicles, including, without limitation, all rights, remedies, powers,
privileges and claims of HGI against any other party under or with respect to
the Assignment Agreements as they relate to such HGI Vehicles (whether arising
pursuant to the terms of the Assignment Agreements or otherwise available to
HGI at law or in equity), and the right to enforce any of the Assignment
Agreements as they relate to such HGI Vehicles and to give or withhold any and
all consents, requests, notices, directions, approvals, extensions or waivers
under or with respect to the Assignment Agreements or the obligations of any
party thereunder, in each case as the same relates to such HGI Vehicles;


 


(iv) the Nominee Agreement as it relates to the HGI Vehicles,
including, without limitation, all rights, remedies, powers, privileges and
claims of HGI against any other party under or with respect to the Nominee
Agreement as it relates to such HGI Vehicles (whether arising pursuant to the
terms of the Nominee Agreement or otherwise available to HGI at law or in
equity), and the right to enforce the Nominee Agreement as it relates to such
HGI Vehicles and to give or withhold any and all consents, requests, notices,
directions, approvals, extensions or waivers under or with respect to the
Nominee Agreement or the obligations of any party thereunder, in each case as
the same relates to such HGI Vehicles;


 


(v) all sale or other proceeds from the disposition of HGI
Vehicles, including all monies due in respect of such HGI Vehicles, whether
payable as the purchase price of such Vehicles, or as related fees, expenses,
costs, indemnities, insurance recoveries, or otherwise;


 


(vi) all payments and claims under insurance policies with respect
to HGI Vehicles or any warranty payable by reason of loss or damage to, or
otherwise with respect to, any of such HGI Vehicles;


 


(vii) the Collateral Accounts, all monies on deposit from time to
time in the Collateral Accounts constituting proceeds from the disposition of
or otherwise arising from, related to or in respect of HGI Vehicles, and all
proceeds thereof;


 


8

















 


(viii) the Master Exchange Agreement and the Escrow Agreement as
they relate to HGI and all monies due and to become due to HGI thereunder,
whether payable by the Intermediary to HGI from the accounts maintained
pursuant to the Escrow Agreement or payable as damages for breach of the Master
Exchange Agreement, the Escrow Agreement or otherwise and all rights to compel
performance and otherwise exercise remedies thereunder, in each case to the
extent such agreements relate to HGI Vehicles, including, without limitation,
all rights, remedies, powers, privileges and claims of HGI against any other
party under or with respect to the Master Exchange Agreement and the Escrow
Agreement (whether arising pursuant to the terms of the Master Exchange
Agreement or the Escrow Agreement or otherwise available to HGI at law or in
equity) to the extent such rights, remedies, powers, privileges and claims
relate to such HVF Segregated Vehicles, and the right to enforce the Master
Exchange Agreement and the Escrow Agreement and to give or withhold any and all
consents, requests, notices, directions, approvals, extensions or waivers under
or with respect to the Master Exchange Agreement or the Escrow Agreement or the
obligations of any party thereunder, in each case to the extent such agreements
relate to HGI Vehicles; provided, however, that in the case of any funds held
in the accounts maintained pursuant to the Escrow Agreement that constitute
Relinquished Property Proceeds, such funds shall not constitute HGI Vehicle
Collateral unless such funds are or become Additional Subsidies; and


 


(ix) to the extent not otherwise included, all Proceeds and
products of any and all of the foregoing and all collateral security and
guarantees given by any Person with respect to any of the foregoing.


 


Each Grantor and each Secured Party hereby
authorizes the Collateral Agent to be named as the first lienholder on the
Certificates of Title for the HVF Vehicles (other than the Initial Hertz
Vehicles and the Service Vehicles), the HVF Segregated Vehicles for each
Segregated Collateral Agency Series and the HGI Vehicles, in a
representative capacity, as Collateral Agent for the Secured Parties.  The Collateral Agent agrees that all of its
right, title and interest in and to the Vehicle Collateral shall be solely for
the respective benefit of the related Secured Party.  For the avoidance of doubt each HVF
Segregated Series Secured Party shall hold all such right, title and
interest with respect to a pool of Series-Specific Collateral solely for the
benefit of the applicable Segregated Series. 
Each Secured Party hereby directs the Collateral Agent to execute and
deliver as of the date set forth therein in its capacity as Collateral Agent
hereunder each Assignment Agreement hereafter entered into by the Grantors.


 


(d)  Notwithstanding
the assignment and security interest so granted to the Collateral Agent on
behalf of the applicable Secured Parties pursuant to subsections (a) and
(c) above, each Grantor shall nevertheless be permitted, subject to
the Collateral Agent’s right (for the avoidance of doubt, subject to Section 5.4(g))
to revoke such permission relating to the HVF Collateral Vehicles with respect
to HVF in the event of an Amortization Event with respect to any Series of
Notes Outstanding and to revoke such permission with respect to HGI in the
event of an Event of Default under the HGI Credit Facility, to give all
consents, requests, notices, directions, approvals, extensions or waivers, if
any, which are required to be given in the normal 


 


9

















 


course of business in connection with the
Vehicles or any Collateral Agreement (which does not include waivers of default
under any of the Collateral Agreements or any of the Manufacturer
Programs).  Notwithstanding the
assignment and security interest so granted to the Collateral Agent on behalf
of each HVF Segregated Series Secured Party pursuant to subsection (b) above,
the applicable Grantor shall nevertheless be permitted, subject to the
Collateral Agent’s right (for the avoidance of doubt, subject to Section 5.4(g))
to revoke such permission relating to the applicable HVF Segregated Series Vehicle
Collateral with respect to HVF in the event of an Amortization Event with
respect to the applicable Segregated Series of Notes Outstanding, to give
all consents, requests, notices, directions, approvals, extensions or waivers,
if any, which are required to be given in the normal course of business in
connection with the Vehicles included as HVF Segregated Series Vehicle
Collateral with respect to such Segregated Series or any collateral
agreement (which does not include waivers of default under any of the
Collateral Agreements or any of the Manufacturer Programs) relating to such
Segregated Series.


 


(e)  The HVF General
Secured Party hereby agrees that it shall be entitled to the benefits of this
Agreement only with respect to the HVF Vehicles and the other HVF Vehicle
Collateral.  The HVF Secured Party hereby
acknowledges that it shall have no interest in (i) any HGI Vehicle or any
HVF Segregated Vehicle, (ii) any funds in a Collateral Account that are
proceeds of any HGI Vehicle or any HVF Segregated Vehicle, (iii) any
rights under any Manufacturer Program with respect to any HGI Vehicle or any
HVF Segregated Vehicle or (iv) any other portion of the HGI Vehicle
Collateral or any HVF Segregated Vehicle Collateral, in each case regardless of
the time, order, manner or nature of attachment or perfection of security
interests in the HVF Vehicles, the HVF Segregated Vehicles or the HGI Vehicles
(including the giving of or failure to give any purchase money security
interest or other notice, or the order of filing financing statements), or any
provision of the UCC, the Bankruptcy Code, or other applicable law.


 


(f)  Each HVF
Segregated Series Secured Party, in its capacity as secured party on
behalf of the Segregated Noteholders of a particular Segregated Series of
Notes, hereby agrees that it shall be entitled to the benefits of this
Agreement only with respect to the HVF Segregated Vehicles included as
Series-Specific Collateral with respect to such Segregated Series of Notes
and the related HVF Segregated Series Vehicle Collateral.  The HVF Segregated Series Secured Party
for such Segregated Series of Notes hereby acknowledges that, in such
capacity, it shall have no interest in (i) any HGI Vehicle, any HVF Vehicle
or any HVF Segregated Vehicle not included as Series-Specific Collateral with
respect to such Segregated Series of Notes, (ii) any funds in a
Collateral Account that are proceeds of any HGI Vehicle, any HVF Vehicle or any
HVF Segregated Vehicle not included as Series-Specific Collateral with respect
to such Segregated Series of Notes, (iii) any rights under any
Manufacturer Program with respect to any HGI Vehicle, any HVF Vehicle or any
HVF Segregated Vehicle not included as Series-Specific Collateral with respect
to such Segregated Series of Notes or (iv) any other portion of the
HGI Vehicle Collateral, the HVF Vehicle Collateral or the HVF Segregated
Vehicle Collateral not included as HVF Segregated Series Vehicle
Collateral with respect to such Segregated Series of Notes, in each case
regardless of the time, order, manner or nature of attachment or perfection of
security interests in the HVF Vehicles, the HVF Segregated Vehicles or the HGI
Vehicles (including the giving of or failure to give any purchase money
security interest or other notice, or 


 


10

















 


the order of filing financing statements), or
any provision of the UCC, the Bankruptcy Code, or other applicable law.


 


(g)  The HGI Secured
Party hereby agrees that it shall be entitled to the benefits of this Agreement
only with respect to the HGI Vehicles and the other HGI Vehicle
Collateral.  The HGI Secured Party hereby
acknowledges that it shall have no interest in (i) any HVF Vehicle or any
HVF Segregated Vehicle, (ii) any funds in a Collateral Account that are
proceeds of any HVF Vehicle or any HVF Segregated Vehicle, (iii) any
rights under any Manufacturer Program with respect to any HVF Vehicle or any
HVF Segregated Vehicle or (iv) any other portion of the HVF Vehicle
Collateral or HVF Segregated Vehicle Collateral, in each case regardless of the
time, order, manner or nature of attachment or perfection of security interests
in the HVF Vehicles, the HVF Segregated Vehicles or the HGI Vehicles (including
the giving of or failure to give any purchase money security interest or other
notice, or the order of filing financing statements), or any provision of the
UCC, the Bankruptcy Code, or other applicable law.


 


(h)  References herein
to “HVF Segregated Vehicles” shall not include the HVF Segregated Vehicles
pledged to a collateral agent other than the Collateral Agent for the benefit
of any Segregated Non-Collateral Agency Series unless expressly stated to
the contrary herein.


 


SECTION 2.2.  Designation of HVF Vehicles and HGI
Vehicles.  The Servicer shall
identify on its computer system all Vehicles subject to the HVF Lease as HVF
Vehicles, all Vehicles subject to the HGI Lease as HGI Vehicles and all
Vehicles subject to each Segregated Series Lease (noting the particular
Segregated Series Lease to which they are leased).  The designation of the Vehicles as HVF
Vehicles, HVF Segregated Vehicles (including the notation indicating the
particular Segregated Series Lease to which they are leased) and HGI
Vehicles on the Servicer’s computer system shall be considered prima facie
evidence of the HVF General Secured Party’s rights with respect to the HVF
Vehicles and the other HVF Vehicle Collateral, with respect to each Segregated Series each
HVF Segregated Series Secured Party’s rights with respect to the
applicable HVF Segregated Vehicles and the other HVF Segregated Series Vehicle
Collateral relating to such Segregated Series and the HGI Secured Party’s
rights with respect to the HGI Vehicles and the other HGI Vehicle
Collateral.  If at any time a Secured
Party reasonably believes that such designation (including such a notation
indicating a particular Segregated Series) by the Servicer is incorrect, it may
dispute (the “disputing Secured Party”) such designation by delivering a
written notice to each of the Servicer and the Collateral Agent setting forth
its claim (a “Reassignment Claim”) as to the correct designation of an
HVF Vehicle, HVF Segregated Vehicle or HGI Vehicle, as the case may be (each a “redesignation”).  The Servicer shall, promptly upon receipt of
such notice, distribute a copy thereof to each Grantor and the Secured Party
designated as the beneficiary of such Vehicle (the “non-disputing Secured
Party”).  The non-disputing Secured
Party shall, within ten (10) Business Days of receipt of such notice from
the Servicer, notify each of the Servicer and the Collateral Agent in writing
as to whether it consents to the disputing Secured Party’s redesignation.  If the Servicer and the Collateral Agent
receive written notice from the non-disputing Secured Party consenting to the
disputing Secured Party’s redesignation within the period set forth above, the
Servicer shall promptly effect such redesignation.


 


11

















 


SECTION 2.3.  Redesignation of Vehicles.  From time to time (i) HGI may sell New
HVF Vehicles or New HVF Segregated Vehicles to HVF pursuant to Section 1.05
of the Purchase Agreement, (ii) HGI may sell Transferred HGI Vehicles to
HVF pursuant to Section 1.07 of the Purchase Agreement and (iii) HVF
may sell Transferred HVF Vehicles or Transferred HVF Segregated Vehicles to HGI
pursuant to Section 1.07 of the Purchase Agreement.  On the effective date of any such sale, upon
the satisfaction of the conditions to the effectiveness of such sale under the
Purchase Agreement, the Servicer shall redesignate on its computer systems such
New HVF Vehicles as HVF Vehicles or as HVF Segregated Vehicle (indicating the
particular Segregated Series Lease pursuant to which any such HVF
Segregated Vehicle is leased), as applicable, such Transferred HGI Vehicles as
HVF Vehicles or HVF Segregated Vehicles (indicating the particular Segregated Series Lease
pursuant to which such HVF Segregated Vehicle is leased), as applicable, or
such Transferred HVF Vehicles or Transferred HVF Segregated Vehicles as HGI
Vehicles, as the case may be.  The
Servicer shall redesignate each such Vehicle on its computer systems at the
then current Net Book Value of such Vehicle. 
Except as otherwise provided in Section 2.5(d), (i) the HVF
General Secured Party and each HVF Segregated Series Secured Party hereby
acknowledges that it shall have no interest in any Vehicle or other related
Vehicle Collateral after such Vehicle has been redesignated as an HGI Vehicle
in accordance with the terms of this Section 2.3 and that any such
redesignation shall automatically constitute a release by the HVF General
Secured Party or the relevant HVF Segregated Series Secured Party, as
applicable, of any interest therein, (ii) the HGI Secured Party hereby
acknowledges that it shall have no interest in any Vehicle or other related
Vehicle Collateral after such Vehicle has been redesignated as an HVF Vehicle
or an HVF Segregated Vehicle in accordance with the terms of this Section 2.3
and that any such redesignation shall automatically constitute a release by the
HGI Secured Party of any interest therein, (iii) each HVF Segregated Series Secured
Party hereby acknowledges that it shall have no interest in any Vehicle or
other related Vehicle Collateral after such Vehicle has been redesignated as an
HVF Vehicle in accordance with the terms of this Section 2.3 and (iv) the
HVF General Secured Party hereby acknowledges that it shall have no interest in
any Vehicle or other related Vehicle Collateral after such Vehicle has been
redesignated as an HVF Segregated Vehicle in accordance with the terms of this Section 2.3.


 


SECTION 2.4.  Servicer’s Fleet Reports.  (a)  On or prior to each Determination
Date, the Servicer shall furnish or cause to be furnished to the Collateral
Agent a report (which may be on diskette or other electronic medium reasonably
acceptable to the Collateral Agent) substantially in the form of Exhibit A
(each such report, a “Fleet Report”), (i) identifying the HVF
Vehicles (and as subsets thereof, each of the Initial Hertz Vehicles and the
Service Vehicles), the HVF Segregated Vehicles (and the particular Segregated Series Lease
pursuant to which such HVF Segregated Vehicles is leased), the HGI Vehicles,
the GE Financed Vehicles and the other Vehicles owned by Hertz separately, as
of the last day of the Related Month, (ii) listing each Vehicle by the VIN
with respect to such Vehicle, (iii) identifying the date of the original
purchase of each such Vehicle, (iv) identifying whether each such Vehicle
is a Program Vehicle or a Non-Program Vehicle, (v) showing, as of the last
day of the Related Month, the Capitalized Cost and the Net Book Value of each
such Vehicle, (vi) identifying the state in which each such Vehicle is
titled, (vii) providing a list of all locations in which the Certificates
of Title for the HVF Vehicles, the HVF Segregated Vehicles and the HGI Vehicles
are held by the Servicer or Servicer’s Agents as of such date, (viii) providing
the name and address of all 


 


12

















 


Servicer’s Agents as of such date and (ix) providing on a
confidential basis (A) the actual mileage of each Vehicle as of its last
check-in, (B) the date of the last check-in of each Vehicle, (C) if
the Vehicle is a Program Vehicle or a Segregated Program Vehicle, the total
mileage per the related Manufacturer Program, (D) the Minimum Term
specified in each Manufacturer Program and (E) the Maximum Term specified
in each Manufacturer Program.


 


(b)  The Collateral
Agent shall make the most recent Fleet Report available for inspection by any
Secured Party at the Corporate Trust Office, during normal business hours, upon
such Secured Party’s prior written request.


 


(c)  On each Business
Day commencing on the Initial Closing Date, the Servicer shall prepare and
maintain a report identifying the HVF Vehicles, HVF Segregated Vehicles
(specifying the particular Segregated Series Lease pursuant to which such
HVF Segregated Vehicle is leased), the HGI Vehicles, the GE Financed Vehicles
and the other Vehicles owned by Hertz separately by the VIN with respect to
each such Vehicle as of the close of business on the immediately preceding
Business Day, and shall deliver such report to HGI and HVF upon their request.


 


(d)  For so long as a
Liquidation Event of Default or a Limited Liquidation Event of Default has
occurred and is continuing (other than any such Limited Liquidation Event of
Default that relates solely to any Segregated Series of Notes), the
Servicer shall furnish or cause to be furnished to HVF on a weekly basis a
report (which may be on diskette or other electronic medium) that contains the
data set forth in a Fleet Report, but determined on a weekly basis, and HVF
shall furnish or cause to be furnished to each HVF General Secured Party such
weekly Fleet Report, and so long as a Liquidation Event of Default or a Limited
Liquidation Event of Default has occurred and is continuing with respect to any
Segregated Series of Notes, the Servicer shall furnish or cause to be
furnished to HVF on a weekly basis a report (which may be on diskette or other
electronic medium) that contains the data set forth in a Fleet Report, but
determined on a weekly basis, and HVF shall furnish or cause to be furnished to
the HVF Segregated Series Secured Party for such Series such weekly
Fleet Report.


 


(e)  The Collateral
Agent shall be entitled to request from the Servicer, with 10 Business Days
prior written notice, a fully-uploadable list of Vehicles indicating whether
any Vehicle is an HVF Segregated Vehicle (and, if such Vehicle is an HVF
Segregated Vehicle, to which Segregated Series such HVF Segregated Vehicle
relates) or an HVF Vehicle.


 


SECTION 2.5.  Collateral Accounts.  (a)  The Collateral Agent shall
establish and maintain for the benefit of all of the Secured Parties one or
more accounts, as “Deposit Accounts” under and as defined in Section 9-102(a)(29)
of the New York UCC (each a “Collateral Account”), each in the name of
the Collateral Agent or, prior to the date of termination of the Master
Exchange Agreement pursuant to Section 7.01(b) thereof, the joint
name of the Collateral Agent and the Intermediary, that shall be administered
and operated as provided in this Agreement and the Master Exchange Agreement,
bearing a designation clearly indicating that the funds deposited therein are
held for the respective benefit of the applicable Secured Party as their
interests may appear.  Each Collateral
Account shall be maintained (i) with a Qualified Institution or (ii) as
a segregated trust account with a Qualified Trust 


 


13

















 


Institution.  If any Collateral
Account is not maintained in accordance with the previous sentence, then within
ten (10) Business Days of obtaining knowledge of such fact, the Collateral
Agent and the Intermediary shall establish a new Collateral Account which
complies with such sentence and transfer into the new Collateral Account all
funds from the non-qualifying Collateral Account.  Initially, each Collateral Account will be
established with the Collateral Agent. 
Notwithstanding any contrary provision that may be contained in any
Related Document, the provisions contained in this Agreement relating to the
Collateral Accounts and to the flow of funds into and out of the Collateral
Accounts are consented to by the parties hereto (in accordance with Section 6.1
hereof) and shall control.


 


(b) 
The Servicer and each Grantor shall cause:


 


(i) all amounts due from Manufacturers and their related auctions
dealers under their Manufacturer Programs with respect to the Vehicles, other
than Excluded Payments and Permitted Check Payments, to be deposited directly
into a Collateral Account by the Manufacturers and the related auction dealers;
provided, however, that, unless there has been a failure by HGI to make a
payment to HVF on account of an Invoice Adjustment when due in accordance with Section 1.05(d) of
the Purchase Agreement and such failure is continuing, payments by
Manufacturers on account of Invoice Adjustments shall not be required to be
deposited in a Collateral Account;


 


(ii) all amounts representing the proceeds from sales of Vehicles
to third parties, other than the Manufacturers or their related auction
dealers, and all amounts received by the Servicer in the form of Permitted
Check Payments to be deposited into a Collateral Account within two Business
Days of receipt by the Servicer;


 


(iii) all insurance proceeds and warranty payments in respect of
the Vehicles, other than Excluded Payments, to be deposited into a Collateral
Account within two Business Days of receipt by the Servicer; provided, however,
that unless an Amortization Event with respect to any Series of Notes
Outstanding has occurred and is continuing, insurance proceeds and warranty payments
with respect to the HVF Vehicles and HGI Vehicles shall not be required to be
deposited in a Collateral Account; provided, further, however that unless an
Amortization Event with respect to a Segregated Series of Notes is
Outstanding, insurance proceeds and warranty payments with respect to the HVF
Segregated Vehicles relating to such Segregated Series shall not be
required to be deposited into a Collateral Account;


 


(iv) all amounts payable by the Nominee pursuant to Section 11(b) of
the Nominee Agreement to be deposited directly into a Collateral Account by the
Nominee;


 


(v) all amounts payable by the Hertz Nominee pursuant to Section 10
of the Hertz Nominee Agreement to be deposited directly into a Collateral
Account by the Hertz Nominee;


 


14

















 


(vi) all amounts payable by the HFC Nominee pursuant to Section 10
of the HFC Nominee Agreement to be deposited directly into a Collateral Account
by the HFC Nominee; and


 


(vii) all other Proceeds of the Vehicle Collateral, to be
deposited into a Collateral Account within two Business Days of receipt by the
Servicer.


 


In addition, any Grantor receiving any
Proceeds of the Vehicle Collateral directly shall deposit such Proceeds into a
Collateral Account within two Business Days of receipt.  Notwithstanding the foregoing, if the
Servicer receives any amount pursuant to clause (ii), (iii) or (vii) of
this Section 2.5(b) and determines that such amount is
Proceeds of the HVF Collateral, Proceeds of the HGI Collateral, Proceeds with
respect to the GE Financed Vehicles or Proceeds with respect to the other
Vehicles owned by Hertz before it is obligated to deposit such amount into a
Collateral Account in accordance with this Section 2.5(b), the
Servicer shall deposit such amount directly into the Collection Account or an
HVF Exchange Account for application in accordance with Section 4.02 of
the Master Exchange Agreement if it is Proceeds of the HVF Vehicle Collateral,
deposit such amount directly into the collection account specified in the
Segregated Series Supplement for the applicable Segregated Series of
Notes or an HVF Segregated Exchange Account for application in accordance with Section 4.02
of the Master Exchange Agreement if it is Proceeds of any HVF Segregated Series Vehicle
Collateral, deposit such amount directly into the HGI Account or an HGI
Exchange Account for application in accordance with Section 4.02 of the
Master Exchange Agreement if it is Proceeds of the HGI Collateral, deposit such
amount directly into the GE Collateral Account or a Hertz GE Exchange Account
for application in accordance with Section 4.02 of the Master Exchange
Agreement if it is Proceeds with respect to the GE Financed Vehicles or deposit
such amount directly into an account designated by Hertz or a Hertz Exchange
Account other than a Hertz GE Exchange Account for application in accordance
with Section 4.02 of the Master Exchange Agreement if it is Proceeds with
respect to the other Vehicles owned by Hertz.


 


(c)  The Collateral
Agent shall promptly notify the Servicer when funds are deposited in any
Collateral Account.  Promptly after the
deposit of any funds into a Collateral Account, but in no event more than seven
Business Days thereafter, the Servicer shall instruct the Collateral Agent in
writing as to (i) the amount thereof which represents Proceeds of the HVF
Vehicle Collateral, (ii) the amount thereof which represents Proceeds of
HVF Segregated Series Vehicle Collateral with respect to each Segregated
Series, (iii) the amount thereof which represents Proceeds of the HGI
Vehicle Collateral, (iv) the amount thereof which represents Proceeds with
respect to the GE Financed Vehicles and (v) the amount thereof which
represents Proceeds with respect to the other Vehicles owned by Hertz.  The Collateral Agent shall pursuant to and
promptly after receipt of instructions from the Servicer, withdraw from the
applicable Collateral Account and deposit in either the Collection Account or,
in the case of Relinquished Property Proceeds, an HVF Exchange Account for
application in accordance with Section 4.02 of the Master Exchange
Agreement all amounts representing Proceeds of the HVF Collateral, withdraw
from the applicable Collateral Account and deposit in either the appropriate
collection account relating to the applicable Segregated Series or, in the
case of Relinquished Property Proceeds, an HVF Segregated Exchange Account for
application in accordance with Section 4.02 of the Master Exchange
Agreement all amounts representing Proceeds of any HVF 


 


15

















 


Segregated Series Vehicle Collateral,
withdraw from the applicable Collateral Account and deposit in either the HGI
Account or an HGI Exchange Account for application in accordance with Section 4.02
of the Master Exchange Agreement all amounts representing Proceeds of the HGI
Collateral, withdraw from the applicable Collateral Account and deposit in
either the GE Collateral Account or a Hertz GE Exchange Account for application
in accordance with Section 4.02 of the Master Exchange Agreement all
amounts representing Proceeds with respect to the GE Financed Vehicles and
withdraw from the applicable Collateral Account and deposit in either an
account designated by Hertz or a Hertz Exchange Account other than a Hertz GE
Exchange Account for application in accordance with Section 4.02 of the
Master Exchange Agreement all amounts representing Proceeds with respect to
other Vehicles owned by Hertz.  Upon
receipt by a Responsible Officer of the Collateral Agent from a Manufacturer of
any information pertaining to payments made by such Manufacturer or an auction
dealer to a Collateral Account in connection with any Manufacturer Program, the
Collateral Agent shall provide such information to the Servicer.


 


(d)  If at any time the
Servicer or any Secured Party shall receive any funds to which it is not
entitled pursuant to the provisions of this Agreement, the Collateral Agent,
the Servicer or such Secured Party shall so advise the other parties hereto in
writing (upon which written advice the Collateral Agent may conclusively rely)
and the Servicer or such Secured Party, as the case may be, shall forthwith
take reasonable steps to ensure that such funds are remitted to the Person so
entitled thereto or as such Person directs or as otherwise provided in the
Related Documents.


 


(e)  The Servicer may
instruct in writing the Collateral Agent to invest funds on deposit in a
Collateral Accounts in Permitted Investments. 
If the Collateral Agent does not receive instructions from the Servicer
prior to 11:00 a.m., New York City time, on any day as to the
distribution or investment of any funds on deposit in a Collateral Account then
the Collateral Agent shall invest such funds in Permitted Investments pursuant
to an investment letter previously delivered by the Servicer to the Collateral
Agent.  All investments of funds on
deposit in any Collateral Account shall be redeemable or mature on the next
Business Day.  The Collateral Agent shall
not be responsible for any losses incurred on any investments made pursuant to
this Section 2.5(e).  All
investment earnings (net of losses and investment expenses) shall be payable to
the Servicer on each Payment Date.


 


SECTION 2.6.  Certificates of Title.  (a)  The Servicer or its designated agents
(the “Servicer’s Agents”) on behalf of the Servicer shall hold all of
the Certificates of Title for the HVF Vehicles, the HVF Segregated Vehicles and
the HGI Vehicles in the Servicer’s capacity as agent of, and custodian for, the
Collateral Agent.  The Servicer or the
Servicer’s Agents on behalf of the Servicer shall (i) hold all such
Certificates of Title, under lock and key, in a safe fireproof location at one
or more of the offices specified in each Fleet Report delivered by the Servicer
pursuant to Section 2.4, and (ii) not release or surrender any such
Certificate of Title other than Certificates of Title as to which the security
interest of the Collateral Agent has been released in accordance with Section 2.7
of this Agreement; provided, however that the Servicer or the Servicer’s
Agents, on behalf of and at the direction of the Servicer, may deliver the
Certificate of Title for any HVF Vehicle, HVF Segregated Vehicle or HGI Vehicle
sold or otherwise disposed of in accordance with the Related Documents to the
purchaser thereof, 


 


16

















 


together with any documentation necessary to
effect the removal of the notation of the Lien of this Agreement on such
Certificate of Title.  The Servicer shall
cause the Certificates of Title with respect to each HVF Vehicle, HVF
Segregated Vehicle (other than any HVF Segregated Vehicle for which the Nominee
does not act as nominee titleholder) and HGI Vehicle to show the Nominee (and,
with respect to the Initial Hertz Vehicles, Hertz, and with respect to the
Service Vehicles, HFC), as the registered owner of such Vehicle, and (other
than with respect to the Initial Hertz Vehicles and the Service Vehicles, which
shall have no lienholder noted) the Collateral Agent, as agent, as the first
lienholder, at the address of one of the offices of the Servicer referred to in
the preceding sentence.  For the
avoidance of doubt, the Servicer shall not be obligated to retitle the Initial
Hertz Vehicles or the Service Vehicles which are not currently titled in the
name of the Nominee or do not reflect the Collateral Agent, as agent, as the
first lienholder.  The Servicer shall pay
any compensation payable to a Servicer Agent from its own funds.  Notwithstanding any delegation of duties to a
Servicer Agent hereunder, the Servicer shall not be relieved of its liability
and responsibility with respect to such duties. 
The Servicer shall notify the Rating Agencies in writing at least thirty
(30) days prior to the replacement of an existing Servicer’s Agent or the
designation of any new Servicer’s Agent.


 


(b)  The Collateral
Agent hereby grants to the Servicer a power of attorney to take any and all
actions, in the name of the Collateral Agent, (i) to note the Collateral
Agent as the holder of a first lien on the Certificates of Title for the HVF
Vehicles, the HVF Segregated Vehicles and the HGI Vehicles, and/or otherwise
ensure that the first Lien shown on any and all Certificates of Title for the
HVF Vehicles, the HVF Segregated Vehicles and the HGI Vehicles is in the name
of the Collateral Agent and (ii) to release the Collateral Agent’s Lien on
any Certificate of Title in connection with the release of the related Vehicle
from the Lien of this Agreement in accordance with Section 2.7.  Nothing in this Agreement shall be construed
as authorization from the Collateral Agent to the Servicer to release any Lien
on the Certificates of Title for the HVF Vehicles, the HVF Segregated Vehicles
and the HGI Vehicles except upon compliance with this Agreement.  To further evidence the power of attorney
referred to in this Section 2.6(b), the Collateral Agent agrees
that upon request of the Servicer it will execute a separate power of attorney
in respect of the HVF Vehicles, the HVF Segregated Vehicles pledged for the
benefit of each Segregated Series or the HGI Vehicles substantially in the
form of Exhibit B.


 


(c)  After the
occurrence and during the continuance of an Amortization Event with respect to
any Series of Notes Outstanding, the HVF General Secured Party may cause
the Collateral Agent to terminate the power of attorney in respect of the HVF
Vehicles referred to in Section 2.6(b) (including the related
power granted under Section 2.6(b)) by giving written notice to
such effect to the Servicer and the Collateral Agent.  After the occurrence and during the
continuance of an Amortization Event with respect to a Segregated Series of
Notes, the applicable HVF Segregated Series Secured Party may cause the
Collateral Agent to terminate the power of attorney in respect of the HVF
Segregated Vehicles pledged for the benefit of such Segregated Series referred
to in Section 2.6(b) (including the related power granted
under Section 2.6(b)) by giving written notice to such effect to
the Servicer and the Collateral Agent. 
The HGI Secured Party may cause the Collateral Agent to terminate the
power of attorney in respect of the HGI Vehicles referred to in Section 2.6(b) (including
the related power granted under Section 2.6(b)) by giving written
notice to such effect to the Servicer and the Collateral


 


17














 


Agent. 
The Collateral Agent agrees that upon receipt of any such notice (upon
which notice the Collateral Agent may conclusively rely) it shall promptly
terminate such power of attorney by giving written notice to such effect to the
Servicer.  After any such termination,
the Collateral Agent will follow the written direction of the Servicer to
release liens on HVF Vehicles. HVF Segregated Vehicles or HGI Vehicles, as
applicable, unless a contrary written direction is received from a Secured
Party.


 


SECTION 2.7.  Release of Collateral.  (a)  With respect to any HVF Vehicle,
from and after the earliest of (i) in the case of a Program Vehicle
subject to a Repurchase Program, the Turnback Date for such Program Vehicle, (ii) in
the case of a Program Vehicle subject to a Guaranteed Depreciation Program, the
date of sale of such Program Vehicle by an auction dealer to a third party, (iii) in
the case of a Non-Program Vehicle, the date of the deposit of the Disposition
Proceeds of such Non-Program Vehicle by or on behalf of HVF into the Collection
Account or an HVF Exchange Account, (iv) in the case of a Transferred HVF
Vehicle, the date the related Transfer Payment is deposited into the Collection
Account or an HVF Exchange Account and (v) in the case of a Casualty, the
date the related Casualty Payment is deposited into the Collection Account,
such HVF Vehicle and the related Certificate of Title shall automatically be
released from the Lien of this Agreement.


 


(b)  With respect to
any HVF Segregated Vehicle, from and after the earliest of (i) in the case
of a Segregated Program Vehicle subject to a Repurchase Program, the Turnback
Date for such Segregated Program Vehicle, (ii) in the case of a Segregated
Program Vehicle subject to a Guaranteed Depreciation Program, the date of sale
of such Segregated Program Vehicle by an auction dealer to a third party, (iii) in
the case of a Segregated Non-Program Vehicle, the date of the deposit of the
Disposition Proceeds of such Segregated Non-Program Vehicle by or on behalf of
HVF into the collection account established pursuant to the related Segregated Series Supplement
or an HVF Exchange Account, (iv) in the case of a Transferred HVF
Segregated Vehicle, the date the related Transfer Payment is deposited into the
collection account established pursuant to the related Segregated Series Supplement
or an HVF Segregated Exchange Account and (v) in the case of a Casualty,
the date the related Casualty Payment is deposited into the collection account
established pursuant to the related Segregated Series Supplement, such HVF
Segregated Vehicle and the related Certificate of Title shall automatically be
released from the Lien of this Agreement.


 


(c)  From and after the
earliest of (i) in the case of an HGI Vehicle subject to a Repurchase
Program, the Turnback Date for such Vehicle, (ii) in the case of an HGI
Vehicle subject to a Guaranteed Depreciation Program, the date of sale of such
HGI Vehicle by an auction dealer to a third party, (iii) in the case of an
HGI Vehicle not subject to a Repurchase Program or Guaranteed Depreciation
Program, the date of the deposit of the Disposition Proceeds of such Vehicle by
or on behalf of HGI into the HGI Account or an HGI Exchange Account, (iv) in
the case of a Transferred HGI Vehicle, the date the related Transfer Payment is
deposited into the HGI Account or an HGI Exchange Account, (v) in the case
of a Casualty, the date the related Casualty Payment is deposited into the HGI
Account or an HGI Exchange Account and (vi) in the case of a Rejected Vehicle,
the date the related Rejected Vehicle Payment is deposited into the Collection
Account or an HGI Exchange Account, such HGI Vehicle and the related
Certificate of Title shall automatically be released from the Lien of this 


 


18

















 


Agreement; in addition, HGI may release any
of the HGI Vehicle Collateral and any related Certificate of Title from the
Lien of this Agreement at any time by directing, in writing, the Servicer and
the Collateral Agent to release such HGI Vehicle from such Lien.


 


(d)  A third party who
buys a Vehicle from HVF or HGI in the ordinary course of business shall take
such Vehicle free of any Lien created pursuant to this Agreement.


 


(e)  On each
Determination Date, the Servicer will provide the Collateral Agent and each
Secured Party with a list of HVF Vehicles, HVF Segregated Vehicles and HGI
Vehicles as to which the Lien of the Collateral Agent has been released during
the Related Month.


 


(f)  In connection with
any release permitted under this Section 2.7, the Collateral Agent
and each Secured Party agrees to execute such further documents, if any, as may
be reasonably requested by the Servicer to effect such release.


 


ARTICLE III



THE SERVICER


 


SECTION 3.1.  Acceptance of Appointment.  The Collateral Agent and each Secured Party
hereby appoints Hertz, and Hertz hereby agrees to act, as the initial Servicer
under this Agreement.


 


SECTION 3.2.  Servicer Functions.  The Servicer shall service and administer the
Vehicles in accordance with the terms of this Agreement and the Leases or
Segregated Series Lease, as applicable, and without limitation of the
foregoing, the Servicer shall: (i) cause the Collateral Agent to be shown
as the first lienholder on all Certificates of Title for the HVF Vehicles, the
HVF Segregated Vehicles and the HGI Vehicles in accordance with Section 2.6,
(ii) designate Vehicles subject to the HVF Lease as HVF Vehicles, Vehicles
subject to a Segregated Series Lease as HVF Segregated Vehicles (noting
the particular Segregated Series to which they are leased) and Vehicles
subject to the HGI Lease as HGI Vehicles on its computer system in accordance
with Sections 2.2 and 2.3, (iii) collect all amounts due and owing to the
Grantors by the Manufacturers under the Manufacturers Programs in respect of
the HVF Vehicles, HVF Segregated Vehicles and HGI Vehicles and to commence
enforcement proceedings with respect to such Manufacturer Programs, (iv) collect
all other amounts due and owing to the Grantors in respect of such Vehicles and
the other Vehicle Collateral, (v) direct payments due under the
Manufacturer Programs with respect to the HVF Vehicles, HVF Segregated Vehicles
and HGI Vehicles to be deposited directly into a Collateral Account by the
Manufacturers and related auction dealers in accordance with Section 2.5(b),
(vi) to deposit all sale proceeds from sales of HVF Vehicles, HVF
Segregated Vehicles and HGI Vehicles to third parties (other than under any
related Manufacturer Program) and insurance proceeds and warranty payments in
respect of such Vehicles received directly by the Servicer into a Collateral
Account within two Business Days of receipt by the Servicer in accordance with Section 2.5(b),
(vii) turn in the HVF Vehicles, the HVF Segregated Vehicles and the HGI
Vehicles covered by Manufacturer Programs to the relevant Manufacturer within
the applicable Repurchase Period in accordance with the Leases or the
Segregated Series Leases, as applicable, and comply with all 


 


19

















 


of its obligations under the Manufacturer Programs, (viii) furnish
the Servicer’s Fleet Report as provided in Section 2.4, (ix) instruct
the Collateral Agent in writing to make distributions, withdrawals and payments
from the Collateral Accounts in accordance with Section 2.5, (x) perform
the duties specified in Section 8.20 of the Master Exchange Agreement and Section 6.21
of the Escrow Agreement and (xi) otherwise administer and service the HVF
Vehicles, HVF Segregated Vehicles and the HGI Vehicles in accordance with the
Related Documents.  The Servicer shall
have full power and authority, acting alone or through any party properly
designated by it hereunder to do any and all things in connection with its servicing
and administration duties which it may deem necessary or desirable to
accomplish such servicing and administration duties and which does not
materially adversely affect the interests of any Secured Party unless otherwise
prohibited by the Related Documents.


 


SECTION 3.3.  The Servicer Not to Resign.  Without the prior written consent of the
Collateral Agent and each of the Secured Parties, the Servicer shall not resign
from the obligations and duties imposed on it hereunder.


 


SECTION 3.4.  Servicing Rights of Collateral Agent.  (a)  
If the Servicer shall fail to perform any of its obligations hereunder,
which failure adversely affects one or more of the Secured Parties, or a
Servicer Default has occurred and is continuing, the Collateral Agent, at the
direction and at the expense of each Secured Party so adversely affected
thereby, shall take such action or cause such action to be taken, to perform
such obligations as shall be so directed by such Secured Party, whereupon the
Collateral Agent shall have full right and authority to take or cause to be
taken such action so directed.


 


(b)  In the event that
the Collateral Agent is directed to take any action with respect to the HVF
Vehicles, HVF Segregated Vehicles or the HGI Vehicles or perform any obligation
of the Servicer pursuant to Section 3.4 of this Agreement, the
Servicer shall fully cooperate with the Collateral Agent in any manner
requested by the Collateral Agent or the applicable Secured Party in order to
assist the Collateral Agent in taking any such action or performing any such duty.


 


SECTION 3.5.  Incumbency Certificate.  With the delivery of this Agreement and from
time to time thereafter, each of the Grantors and the Servicer shall furnish to
the Collateral Agent a certificate (each, an “Incumbency Certificate”)
certifying as to the incumbency and specimen signatures of each of their
respective Authorized Officers.  Until
the Collateral Agent receives a subsequent Incumbency Certificate, the
Collateral Agent shall be entitled to rely on the last such Incumbency
Certificate delivered to it for purposes of determining the Authorized
Officers.


 


SECTION 3.6.  Effective Period and Termination.  The Servicer’s appointment hereunder shall
become effective on the date hereof and shall continue in full force and effect
until terminated pursuant to this Section 3.6 or until this Agreement
shall be terminated.  If all of the
rights and obligations of Hertz as Servicer under the HVF Lease shall have been
terminated under Section 17 of the HVF Lease, the appointment of Hertz as
Servicer in respect of the HVF Vehicles hereunder may be terminated by the HVF
General Secured Party in the same manner as the HVF General Secured Party may
terminate the rights and obligations of the 


 


20

















 


Servicer under Section 17 of the HVF Lease.  As soon as practicable after any termination
of such appointment, the Servicer shall, at its expense, deliver all documents
and records relating to the HVF Vehicle Collateral, including, without
limitation, the most recent Fleet Report, to the HVF General Secured Party or
the HVF General Secured Party’s agent at such place or places as the HVF
General Secured Party may reasonably designate. 
If all of the rights and obligations of Hertz as Servicer under any
Segregated Series Lease relating to a Segregated Series of Notes
shall have been terminated under the applicable section of such Segregated Series Lease,
the appointment of Hertz as Servicer in respect of the HVF Segregated Vehicles
relating to such Segregated Series of Notes hereunder may be terminated by
the applicable HVF Segregated Series Secured Party in the same manner as
the HVF Segregated Series Secured Party may terminate the rights and
obligations of the Servicer under the applicable section of such Segregated Series Lease.  As soon as practicable after any termination
of such appointment, the Servicer shall, at its expense, deliver all documents
and records relating to the related HVF Segregated Series Vehicle
Collateral, including, without limitation, the most recent Fleet Report, to the
applicable HVF Segregated Series Secured Party or the HVF Segregated Series Secured
Party’s agent at such place or places as the applicable HVF Segregated Series Secured
Party may reasonably designate.


 


ARTICLE IV


 


REPRESENTATIONS, WARRANTIES AND COVENANTS


 


SECTION 4.1.  Representations and Warranties of the
Grantors.  Each Grantor represents
and warrants to the Collateral Agent and each Secured Party as follows as of
the Restatement Effective Date and each Series Closing Date:


 


(a)  The execution,
delivery and performance by such Grantor of this Agreement (i) is within
such Grantor’s limited liability company powers and has been duly authorized by
all necessary limited liability company action, (ii) requires no action by
or in respect of, or filing with, any Governmental Authority which has not been
obtained and (iii) does not contravene, or constitute a default under, any
Requirements of Law with respect to such Grantor or any Contractual Obligation
with respect to such Grantor or result in the creation or imposition of any
Lien on any property of such Grantor, except for Liens created by this
Agreement.  This Agreement has been
executed and delivered by a duly authorized officer of such Grantor.


 


(b)  No consent, action
by or in respect of, approval or other authorization of, or registration,
declaration or filing with, any Governmental Authority or other Person is
required for the valid execution and delivery by such Grantor of this Agreement
or for the performance of any of such Grantor’s obligations hereunder other
than such consents, approvals, authorizations, registrations, declarations or
filings as shall have been obtained by HVF prior to the Restatement Effective
Date.


 


(c)  This Agreement is
a legal, valid and binding obligation of such Grantor enforceable against such
Grantor in accordance with its terms (except as such enforceability may be
limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws affecting creditors’ rights generally or by
general equitable principles, whether 


 


21

















 


considered in a proceeding at law or in
equity and by an implied covenant of good faith and fair dealing).


 


(d)  Each Grantor owns
and has good and marketable title to the Vehicle Collateral in which such
Grantor has an interest, free and clear of all Liens other than Permitted
Liens.  This Agreement constitutes a
valid and continuing Lien on such Vehicle Collateral in favor of the Collateral
Agent on behalf of the related Secured Party, which Lien on such Vehicle
Collateral has been perfected (other than with respect to the Initial Hertz
Vehicles and the Service Vehicles) and is prior to all other Liens (other than
Permitted Liens) and is enforceable as such as against creditors of and
purchasers from such Grantor in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws affecting creditors’ rights
generally or by general equitable principles, whether considered in a
proceeding at law or in equity and by an implied covenant of good faith and
fair dealing.


 


(e)  Other than the
security interest granted to the Collateral Agent hereunder, neither Grantor
has pledged, assigned, sold or granted a security interest in the Vehicle
Collateral.  All action necessary to
protect and perfect the Collateral Agent’s security interest in the Vehicle
Collateral (other than with respect to the Initial Hertz Vehicles and the
Service Vehicles) in which such Grantor has an interest has been duly and
effectively taken.  No security
agreement, financing statement, equivalent security or lien instrument or
continuation statement listing such Grantor as debtor covering all or any part
of such Vehicle Collateral is on file or of record in any jurisdiction, except
such as may have been filed, recorded or made by such Grantor in favor of the
Collateral Agent in connection with this Agreement or the Trustee in connection
with the Indenture, and neither Grantor has authorized any such filing.


 


(f)  Its legal name is
on the signature pages hereto and its location within the meaning of Section 9-307
of the applicable UCC is the State of Delaware. 
It will not change its name or the jurisdiction of its organization
without 60 days prior written notice to the Collateral Agent.


 


SECTION 4.2.  Representations and Warranties of the
Servicer.  The Servicer represents
and warrants to the Collateral Agent and each Secured Party as follows as of
the Restatement Effective Date and each Series Closing Date:


 


(a)  This Agreement has
been duly authorized, executed and delivered on behalf of the Servicer and,
assuming due authorization, execution and delivery by the other parties hereto,
is a valid and legally binding obligation of the Servicer, enforceable against
the Servicer in accordance with its terms (except as such enforceability may be
limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws affecting creditors’ rights generally or by
general equitable principles, whether considered in a proceeding at law or in
equity and by an implied covenant of good faith and fair dealing).


 


(b)  The execution,
delivery and performance by the Servicer of this Agreement will not conflict
with or result in a breach of any of the terms or provisions of, or constitute
a default under, or result in the creation or imposition of any Lien, charge or
encumbrance upon any of the property or assets of the Servicer pursuant to the
terms of any indenture, mortgage, 


 


22

















 


deed of trust, loan agreement, guarantee,
lease financing agreement or other similar agreement or instrument under which
the Servicer is a debtor or guarantor (except to the extent that such conflict,
breach, creation or imposition is not reasonably likely to result in a Material
Adverse Effect) nor will such action result in a violation of any provision of
applicable law or regulation (except to the extent that such violation is not
reasonably likely to result in a Material Adverse Effect) or of the provisions
of the Certificate of Incorporation or the By-Laws of the Servicer.


 


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


 


SECTION 4.3.  Covenants of Grantors.  Each Grantor hereby agrees that:


 


(a)  It shall take all
action necessary to maintain and to perfect the Collateral Agent’s security
interest on behalf of the related Secured Party in the applicable Vehicle
Collateral (other than with respect to the Initial Hertz Vehicles and the
Service Vehicles) in which it has an interest now in existence and hereafter
acquired or created, including, without limitation, the filing of any financing
or continuation statements under the UCC in effect in any jurisdiction with
respect to the liens and security interests granted hereunder.


 


(b)  At any time and
from time to time, upon the written request of the Collateral Agent, and at its
sole expense, it will promptly and duly execute and deliver any and all such
further instruments and documents and take such further action as the
Collateral Agent may reasonably deem desirable in obtaining the full benefits
of this Collateral Agreement and of the rights and powers herein granted,
including, without limitation, the filing of any financing or continuation
statements under the UCC in effect in any jurisdiction with respect to the liens
and security interests granted hereby. 
It also hereby authorizes the Collateral Agent to file any such
financing or continuation statement, at its expense.  If any amount payable under or in connection
with any of the Vehicle Collateral shall be or become evidenced by any
promissory note, chattel paper or other instrument, such note, chattel paper or
instrument shall be deemed to be held in trust and promptly pledged to the
Collateral Agent hereunder, and shall, subject to the rights of any Person in
whose favor a prior Lien has been perfected, be duly endorsed in a manner
satisfactory to the Collateral Agent and delivered to the Collateral Agent
promptly.


 


(c)  It shall warrant
and defend the Collateral Agent’s right, title and interest in and to the Vehicle
Collateral in which it has an interest and the Proceeds thereof, for the
benefit of the related Secured Party against the claims and demands of all
Persons whomsoever.


 


ARTICLE V


 


THE COLLATERAL AGENT


 


SECTION 5.1.  Appointment.  (a)  Each Secured Party, by its
execution of this Agreement, appoints the Collateral Agent as its agent under
and for purposes of this Agreement.  Each
Secured Party authorizes the Collateral Agent to act on behalf of such Secured
Party under 


 


23

















 


this Agreement and, in the absence of other written instructions from a
Secured Party with respect to the portion of the Vehicle Collateral securing
such Secured Party (its “Related Vehicle Collateral”) as may be received
from time to time by the Collateral Agent (with respect to which the Collateral
Agent agrees that it will comply) to exercise such powers hereunder as are
specifically delegated to or required of the Collateral Agent by the terms
hereof and to exercise such powers as are provided to each Secured Party with
respect to its Related Vehicle Collateral under the Related Documents and with
such powers as may be reasonably incidental thereto.  The Collateral Agent is hereby irrevocably
appointed the true and lawful attorney-in-fact of each of the Secured Parties,
in its name and stead, for such purposes as are necessary or desirable to
effectuate the provisions of this Agreement, including, without limitation, in
exercising remedies upon or otherwise dealing with the Vehicle Collateral.  Each such power of attorney is irrevocable
and coupled with an interest.


 


(b)  If any Secured
Party represents in writing to the Collateral Agent that it has the right to
act with respect to its Related Vehicle Collateral pursuant to the Related Documents,
the Collateral Agent may conclusively rely upon such representation and shall
exercise any and all rights, remedies, powers and privileges available to such
Secured Party with respect to its Related Vehicle Collateral to the extent and
in the manner directed by such Secured Party, at the expense of the related
Grantor and subject to the other provisions of this Agreement (including
without limitation Section 5.4(g)), as permitted under the Related
Documents, including, without limitation, the transmission of notices of
default, repossession of Vehicles, and the institution of legal or
administrative actions or proceedings. 
Each of the Grantors and the Secured Parties agrees that the Collateral
Agent may exercise such rights, remedies, powers and privileges in lieu of a
Secured Party in accordance with the preceding sentence.


 


(c)  At any time after
the occurrence and during the continuance of an Amortization Event with respect
to any Series of Notes Outstanding, if the Collateral Agent shall default
in its obligation to exercise the rights, remedies, powers or privileges of the
HVF General Secured Party with respect to the HVF Vehicle Collateral in
accordance with the direction of the HVF General Secured Party (including any
rights under Section 3.4 or 5.1(b)), the Collateral Agent
shall, upon the written request of the HVF General Secured Party, assign to the
HVF General Secured Party the Collateral Agent’s security interest in the HVF
Vehicle Collateral and shall, at the Collateral Agent’s expense, execute those
instruments and documents necessary to effectuate such assignment (including,
if necessary, the execution of any documents necessary to effect the change of
the first lienholder on Certificates of Title for the HVF Vehicles to the HVF
General Secured Party or its agent or assignee).


 


(d)  At any time after
the occurrence and during the continuance of an Amortization Event with respect
to any Segregated Series of Notes Outstanding, if the Collateral Agent
shall default in its obligation to exercise the rights, remedies, powers or
privileges of the HVF Segregated Series Secured Party relating to such
Segregated Series of Notes with respect to the related HVF Segregated Series Vehicle
Collateral in accordance with the direction of such HVF Segregated Series Secured
Party (including any rights under Section 3.4 or 5.1(b)),
the Collateral Agent shall, upon the written request of such HVF Segregated Series Secured
Party, assign to such HVF Segregated Series Secured Party the Collateral
Agent’s security interest in such HVF Segregated Collateral and shall, at the
Collateral Agent’s expense, execute those 


 


24

















 


instruments and documents necessary to
effectuate such assignment (including, if necessary, the execution of any
documents necessary to effect the change of the first lienholder on
Certificates of Title for the HVF Segregated Vehicles constituting such HVF
Segregated Series Vehicle Collateral to the applicable HVF Segregated Series Secured
Party or its agent or assignee).


 


SECTION 5.2.  Representations.  The Collateral Agent hereby represents and
warrants that (i) it is a national banking association, duly organized,
validly existing and in good standing under the laws of New York and it has all
requisite power and authority to enter into and perform its obligations under
this Agreement and (ii) the execution, delivery and performance by it of
this Agreement have been duly authorized by all necessary corporate action on
its part, and this Agreement is the legal, valid and binding obligation of the
Collateral Agent, enforceable against it in accordance with its terms, except
as such enforcement may be limited by applicable bankruptcy, insolvency,
moratorium or similar laws affecting creditors’ rights generally and by the
application of equitable principles.


 


SECTION 5.3.  Exculpatory Provisions.  The Collateral Agent makes no representations
as to the value or condition of the Vehicle Collateral or any part thereof, as
to the status or designation of any Vehicle as a HVF Vehicle, a HVF Segregated
Vehicle or a HGI Vehicle pursuant to Section 2.2, as to the title of
either of the Grantors thereto, as to the protection afforded by this
Agreement, as to any statements, representations or warranties made by any
Person (other than itself) in or in connection with this Agreement or any
Related Document, as to the validity, execution (except its own execution),
enforceability (except enforceability against itself), priority, perfection,
legality or sufficiency of this Agreement or any Related Document or any
documents or instruments referred to therein, or the sufficiency or
effectiveness or perfection or priority of any Lien on any collateral described
in this Agreement, or as to the validity or collectibility of any obligation
contemplated by this Agreement, and the Collateral Agent shall incur no
liability or responsibility in respect of any such matters.  The Collateral Agent shall not be responsible
for insuring the Vehicle Collateral or for the payment of taxes, charges,
assessments or Liens upon the Vehicle Collateral or for filing any financing or
continuation statements or recording any documents or instruments in any public
office at any time or otherwise perfecting or maintaining the perfection of its
security interest in the Vehicle Collateral purported to be granted hereby or
otherwise as to the maintenance of the Vehicle Collateral.


 


SECTION 5.4.  Limitations on Duties of the Collateral
Agent.  (a)  The Collateral
Agent undertakes to perform only the duties expressly set forth herein and no
implied duties shall be read into this Agreement.  Nothing herein shall be deemed to constitute
the Collateral Agent a trustee or fiduciary for any Secured Party.


 


(b)  The Collateral
Agent may exercise the rights and powers granted to it by this Agreement,
together with such powers as are reasonably incidental thereto, but only
pursuant to the terms of this Agreement.


 


(c)  The Collateral
Agent’s duty of care shall be solely to deal with the Vehicle Collateral as it
would deal with property of its own, the Collateral Agent shall not be liable
for any error of judgment made in good faith by an officer thereof, or for any
action taken or omitted 


 


25

















 


to be taken by it in accordance with this
Agreement, except to the extent caused by the gross negligence or willful
misconduct of the Collateral Agent.


 


(d)  The Collateral
Agent shall have no authority to grant, convey or assign the Certificates of
Title or change the notation of a security interest thereon or deal with the
Certificates of Title in any way except as expressly provided herein.


 


(e)  The Collateral
Agent shall have no liability or responsibility for (i) any release of
Vehicle Collateral by the Servicer pursuant to Sections 2.7 or (ii) any
act of the Servicer taken in its own name or the name of the Collateral Agent.


 


(f)  The Collateral
Agent shall have no duty to calculate, compute or verify, and shall not be held
in any manner responsible for the content of the Servicer’s Fleet Report,
except to verify that the certificate filed therewith conforms to the form of Exhibit A.


 


(g)  Except as required
by the specific terms of this Agreement, the Collateral Agent shall not be
required to exercise any discretion and shall have no duty to exercise or to
refrain from exercising any right, power, remedy or privilege granted to it
hereby, or to take any affirmative action or refrain from taking any
affirmative action hereunder, including with respect to the identification of funds
referred to herein or the application thereof, unless directed to do so by the
Secured Party specified herein as being entitled to direct the Collateral Agent
hereunder or, as provided herein, the Servicer (and shall be fully protected in
acting or refraining from acting pursuant to or in accordance with such
directions, which shall be binding on each of the Secured Parties).  Notwithstanding anything herein to the
contrary, the Collateral Agent shall not be required to take any action (a) that
in its reasonable opinion is or may be contrary to law or to the terms of this
Agreement, any Related Document or any other agreement or instrument relating
to the Vehicle Collateral, or (b) which might or would in its reasonable
opinion subject it or any of its directors, officers, employees or agents to
personal or financial liability unless it is indemnified hereunder to its
satisfaction (and if any indemnity should become, in the reasonable
determination of the Collateral Agent, inadequate, the Collateral Agent may
call for additional indemnity and cease to act until such additional indemnity
is given).


 


(h)  The Collateral
Agent may, in its sole discretion, retain counsel, independent accountants and
other experts selected by it and may act in reliance upon the advice of such
counsel, independent accountants and other experts concerning all matters
pertaining to the agencies hereby created and its duties hereunder, and shall
be held harmless and shall not be liable for any action taken or omitted to be
taken by it in good faith in reliance upon or in accordance with the statements
and advice of such counsel (or counsel to Hertz or either of the Grantors),
accountants and other experts.


 


(i)  In the event that
the Collateral Agent receives conflicting instructions delivered in accordance
with this Agreement, the Collateral Agent shall have the right to seek
instructions concerning its duties and actions under this Agreement from any
court of competent jurisdiction.  If the Collateral
Agent receives unclear or conflicting instructions, it shall be entitled to
refrain from taking action until clear or non-conflicting instructions are
received, but shall inform the instructing party or parties promptly of its
decision to refrain from taking such action. 
Without limiting the foregoing, in the event that the Collateral Agent
receives unclear 


 


26

















 


or conflicting instructions from the Secured
Parties hereunder or there is any other disagreement between the other parties
hereto resulting in adverse claims and demands being made in connection with
the Vehicle Collateral, or in the event that the Collateral Agent in good faith
is in doubt as to what action it should take hereunder, the Collateral Agent
shall be entitled to retain the Vehicle Collateral until the Collateral Agent
shall have received (i) a final order of a court of competent jurisdiction
directing delivery of the Vehicle Collateral or (ii) a written agreement
executed by the other parties hereto directing delivery of the Vehicle
Collateral in which event the Collateral Agent shall disburse the Vehicle
Collateral in accordance with such order or agreement.  Upon request of the Collateral Agent, any
such court order shall be accompanied by a legal opinion by counsel for the
presenting party satisfactory to the Collateral Agent to the effect that such
order is final.


 


(j)  The Collateral
Agent shall not have any duty to ascertain or to inquire as to the performance
or observance of any of the terms, covenants or conditions of this Agreement,
any Related Document or any other agreements or instruments relating to the
Vehicle Collateral on the part of any party hereto or thereto or to inspect any
books and records relating to the Vehicle Collateral other than as it determines
necessary in the fulfillment of its own obligations hereunder.


 


(k)  The Collateral
Agent shall be entitled to rely on any communication, certificate, instrument,
opinion, report, notice, paper or other document reasonably believed by it to
be genuine and correct and to have been signed, given or sent by the proper
Person or Persons.  The Collateral Agent
shall be entitled to assume that no Amortization Event, Limited Liquidation
Event of Default or Liquidation Event of Default shall have occurred and be
continuing and that a Collateral Account, and any funds on deposit in or to the
credit of a Collateral Account, are not subject to any writ, order, judgment,
warrant of attachment, execution or similar process (collectively, a “writ”),
unless (i) in the case of any writ, the Collateral Agent has actual
knowledge thereof or (ii) the Collateral Agent has received written notice
from the Servicer, any of the Grantors or a Secured Party that an Amortization
Event, Limited Liquidation Event of Default or Liquidation Event of Default has
occurred or such writ has been issued and, in each case, continues to be in
effect, which notice specifies the nature thereof.


 


(l)  The Collateral
Agent, in its individual capacity, may accept deposits from, lend money to and
generally engage in any kind of business with the Servicer, either of the
Grantors, any Manufacturer and their respective Affiliates as if it were not
the agent of the Secured Parties.


 


(m)  The Collateral
Agent may act through agents, custodians and nominees and shall not be liable
for any negligent act on the part of, or for the supervision of, any such
agent, custodian or nominee so long as such agent, custodian or nominee is
appointed with due care.  The appointment
of agents, custodians and nominees (other than legal counsel) pursuant to this subsection
(m) shall be subject to the prior written consent of each of the
Grantors and the Secured Parties, which consent shall not be unreasonably
withheld, and shall be conditioned on the satisfaction of the Rating Agency
Condition with respect to each Series of Notes Outstanding and each
Segregated Series of Notes Outstanding with respect to such
appointment.  The possession of the
Vehicle Collateral by such agents, custodians or nominees shall be deemed to


 


27














 


be the possession by the Collateral
Agent.  No provision of this Agreement
shall require the Collateral Agent to expend or risk its own funds or otherwise
incur any financial or other liability in the performance of any duties
hereunder or in the exercise of any rights and powers hereunder unless the
Collateral Agent is provided with an indemnity from one or more of the Secured
Parties or other Persons, satisfactory to the Collateral Agent in its sole
discretion.


 


SECTION 5.5.  Resignation and Removal of Collateral
Agent.  (a)  The Collateral
Agent may, at any time with or without cause by giving forty-five (45) days’
prior written notice to the Servicer, each of the Grantors and the Secured
Parties, resign and be discharged of its responsibilities hereunder created,
such resignation to become effective upon the appointment by the Secured
Parties of a successor Collateral Agent, and the acceptance of such appointment
by such successor Collateral Agent.  The
Servicer shall, promptly upon receipt thereof, provide a copy of the notice
from the Collateral Agent referred to in the preceding sentence to each Rating
Agency.  The Collateral Agent may be
removed with respect to all or a portion of the Vehicle Collateral by the Servicer
at any time (with or without cause) upon thirty (30) days’ prior written notice
by the Servicer to the Collateral Agent, the Grantors, the Secured Parties and
each of the Rating Agencies, and the appointment by each of the Secured Parties
of a successor Collateral Agent; provided, however, that (i) if the
Servicer is in default (beyond all applicable grace and cure periods) of any
obligation under this Agreement relating to the HVF Vehicle Collateral or an
Amortization Event with respect to any Series of Notes Outstanding has
occurred and is continuing, the right of the Servicer to remove the Collateral
Agent with respect to the HVF Vehicle Collateral shall cease and the HVF
General Secured Party shall have the right to remove the Collateral Agent (with
or without cause) with respect to the HVF Vehicle Collateral upon thirty (30)
days’ written notice to the Servicer, the Grantors, each HVF Segregated Series Secured
Party, the HGI Secured Party, the Collateral Agent and each of the Rating
Agencies and (ii) if the Servicer is in default (beyond all applicable
grace and cure periods) of any obligation under this Agreement relating to the
HVF Segregated Series Vehicle Collateral for any Segregated Series of
Notes or an Amortization Event with respect to such Segregated Series of
Notes has occurred and is continuing, the right of the Servicer to remove the
Collateral Agent with respect to such HVF Segregated Series Vehicle
Collateral shall cease and the related HVF Segregated Series Secured Party
shall have the right to remove the Collateral Agent (with or without cause)
with respect to the applicable HVF Segregated Series Vehicle Collateral
upon thirty (30) days’ written notice to the Servicer, the Grantors, each HVF
Segregated Series Secured Party, the HGI Secured Party, the Collateral
Agent and each of the Rating Agencies; provided, further, that no removal of
the Collateral Agent shall be effective until the appointment of a successor
Collateral Agent and acceptance of such appointment by such Collateral
Agent.  Any removed Collateral Agent shall
be entitled to its reasonable fees and expenses to the date the successor
Collateral Agent assumes the Collateral Agent’s duties hereunder.  The indemnification of Section 5.10
shall survive the termination of the other provisions of this Agreement as to
the predecessor Collateral Agent.  If no
successor Collateral Agent shall be appointed and approved within thirty (30)
days from the date of the giving of the aforesaid notice of resignation or
within thirty (30) days from the date of such notice of removal, the Collateral
Agent or any Secured Party may petition a court of competent jurisdiction to
appoint a successor Collateral Agent to act until such time, if any, as a
successor Collateral Agent shall be appointed as above provided.  Any successor Collateral Agent so appointed
by such court shall immediately upon its acceptance of such appointment without
further act 


 


28

















 


supersede any predecessor Collateral Agent.  Upon the appointment of a successor Collateral
Agent hereunder and its acceptance of such appointment, the predecessor
Collateral Agent shall be discharged of and from any and all further
obligations arising in connection with this Agreement.


 


(b)  The
appointment, designation and acceptance referred to in Section 5.5(a)
shall, after any required filing, be full evidence of the right and authority
to make the same and of all the facts therein recited, and this Agreement shall
vest in such successor Collateral Agent, without any further act, deed or
conveyance, all of the estate and title of its predecessors and upon such
filing for record the successor Collateral Agent shall become fully vested with
all the estates, properties, rights, powers, duties, authority and title of its
predecessors; but any predecessor Collateral Agent shall nevertheless, on the
written request of any Secured Party, the Servicer, any Grantor or any
successor Collateral Agent empowered to act as such at the time any such
request is made, execute and deliver an instrument without recourse or
representation transferring to such successor all the estates, properties,
rights, powers, duties, authority and title of such predecessor hereunder and
shall deliver all securities and moneys held by it to such successor Collateral
Agent.  Upon the appointment of a
successor Collateral Agent hereunder, the predecessor Collateral Agent shall be
discharged of and from any and all further obligations arising in connection
with this Agreement; provided, however, that the predecessor
Collateral Agent will serve as nominee lienholder for the successor Collateral
Agent with respect to those Vehicles on whose Certificate of Title the
predecessor Collateral Agent had been named as lienholder prior to its
resignation or removal pursuant to this Section 5.5.


 


SECTION 5.6.  Qualification of Successors to Collateral
Agent.  Every successor to the
Collateral Agent appointed pursuant to Section 5.5 (i) shall be a
bank or trust company in good standing and having power so to act and
incorporated under the laws of the United States or any State thereof or the
District of Columbia, (ii) shall have capital, surplus and undivided
profits of not less than $50,000,000, and (iii) shall have a long-term
deposits rating of not less than “BBB-” by Standard & Poor’s and “Baa3”
by Moody’s and, unless otherwise agreed to by Fitch, “BBB-” by Fitch, if there
be such an institution with such capital, surplus and undivided profits and
ratings willing, qualified and able to accept the trust upon reasonable or
customary terms.  The appointment of any
successor Collateral Agent pursuant to Section 5.5 shall be subject to the
satisfaction of the Rating Agency Condition with respect to each Series of
Notes Outstanding and each Series of Segregated Notes Outstanding.


 


SECTION 5.7.  Merger of the Collateral Agent.  Any corporation into which the Collateral
Agent may be merged, or with which it may be converted or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Collateral Agent shall be a party shall be the Collateral Agent under this
Agreement without the execution or filing of any paper or any further act on
the part of the parties hereto.  The
Collateral Agent shall give the Rating Agencies, the Servicer, each of the
Grantors and the Secured Parties prior written notice of any such merger,
conversion or consolidation.


 


SECTION 5.8.  Compensation and Expenses.  The Servicer shall pay to the Collateral
Agent, from time to time (i) compensation for its services hereunder for
administering the Vehicle Collateral as the Collateral Agent and the Servicer
shall from time to time agree in 


 


29

















 


writing, and (ii) all reasonable out-of-pocket costs and expenses
of the Collateral Agent (including reasonable fees and expenses of counsel) (A) arising
in connection with the preparation, execution, delivery, or modification of
this Agreement and/or the enforcement of any of the provisions hereof or (B) incurred
in connection with the administration of the Vehicle Collateral, the sale or
other disposition of the Vehicle Collateral pursuant to any Related Document
and/or the preservation, protection or defense of the Collateral Agent’s rights
under this Agreement and in and to the Vehicle Collateral.


 


SECTION 5.9.  Stamp, Other Similar Taxes and Filing
Fees.  The Servicer shall indemnify
and hold harmless the Collateral Agent from any present or future claim for
liability for any stamp or other similar tax and any penalties or interest with
respect thereto, that may be assessed, levied or collected by any jurisdiction
in connection with this Agreement or any Vehicle Collateral.  The Servicer shall pay, or reimburse the
Collateral Agent for, any and all amounts in respect of, all search, filing,
recording and registration fees, taxes, excise taxes and other similar imposts
payable in respect of the execution, delivery, performance and/or enforcement
of this Agreement.


 


SECTION 5.10.  Indemnification.  Each Grantor shall pay, and indemnify and
hold the Collateral Agent and each of the officers, employees, directors and
agents thereof harmless from and against, any and all liabilities (including
liabilities for penalties and liabilities arising or resulting from actions or
suits), obligations, losses, judgments, demands, damages, claims, costs or
expenses of any kind or nature whatsoever that may at any time be imposed on,
incurred by, or asserted against, the Collateral Agent or any such officers,
employees, directors or agents in any way relating to or arising out of the
Related Vehicle Collateral and the execution, delivery, amendment, enforcement,
performance and/or administration of this Agreement (and any agreements related
thereto including, without limitation, the Assignment Agreements), including reasonable
fees and expenses of counsel and other experts, and the applicable Grantor
shall reimburse a Secured Party for any payments made by such Secured Party to
the Collateral Agent or any such officers, employees, directors or agents for
any of the foregoing provided that such payments were permitted to be made by
such Secured Party under the Related Documents; provided, however, that no
Grantor shall be liable for the payment of any portion of such liabilities
(including liabilities for penalties and liabilities arising or resulting from
actions or suits), obligations, losses, judgments, demands, damages, claims,
costs or expenses of the Collateral Agent or any such officers, employees,
directors or agents which are determined by a court of competent jurisdiction
in a final proceeding to have resulted from the gross negligence or willful
misconduct of the Collateral Agent or any such agent.


 


Each
of the Secured Parties agrees to indemnify and hold the Collateral Agent and
each of its officers, employees, directors and agents harmless to the same
extent as its related Grantor in accordance with the foregoing paragraph but
only to the extent that the Collateral Agent has not been paid by such Grantor
pursuant to such paragraph; provided that the HVF General Secured Party’s
obligation to indemnify the Collateral Agent hereunder shall be limited to
funds constituting Monthly Servicing Fees and Monthly Administration Fees under
the Base Indenture and the related Series Supplements; provided
further that each HVF Segregated Series Secured Party’s obligation to
indemnify the Collateral Agent hereunder shall be limited to funds 


 


30

















 


constituting monthly servicing fees and monthly
administration fees under the Series Supplement relating to such HVF
Segregated Series Secured Party.


 


SECTION 5.11.  Waiver of Set-Off by the Collateral Agent.  The Collateral Agent hereby expressly waives
any and all rights of setoff, abatement, diminution or deduction that it may
otherwise at any time have under applicable law with respect to the Vehicle
Collateral, provided, however, that this waiver shall apply only to obligations
owed to the Collateral Agent in its individual capacity and not as an agent for
the Secured Parties, and agrees that all Vehicle Collateral shall at all times
be held and applied in accordance with the provisions hereof.


 


ARTICLE VI


 


MISCELLANEOUS


 


SECTION 6.1.  Amendments, Supplements and Waivers.  This Agreement may be amended, waived,
terminated, supplemented or otherwise modified pursuant to a writing executed
by the Collateral Agent, each Secured Party, each Grantor and the Servicer;
provided, however, that this agreement may be amended, waived, supplemented or
otherwise modified without the consent of a Secured Party if such amendment,
waiver, supplement or modification does not materially adversely affect the
interests of such Secured Party (as evidenced by an Officer’s Certificate of
the Servicer); provided, that this Agreement may be terminated
with respect to a Secured Party without the consent of any other Secured
Party.  The initial effectiveness of any
amendment or other modification to this Agreement shall be subject to the
satisfaction of the Rating Agency Condition with respect to each Series of
Notes Outstanding and each Segregated Series of Notes Outstanding.  Notwithstanding anything to the contrary
contained herein, this Agreement may be amended, supplemented or otherwise
modified pursuant to a writing executed by the Collateral Agent, each Grantor and
the Servicer without the consent of any Secured Party, but subject to any
consents specified in a Series Supplement, in order to permit HVF to
provide financing in the form of one or more rated and/or unrated asset backed
securities and/or one or more credit facilities to PR Borrower for the purpose
of acquiring vehicles for its car rental fleet in Puerto Rico or to make
payments in reduction of the principal amount of other indebtedness of PR
Borrower or for any other purpose which is permitted in the consents, if any,
obtained pursuant to the Series Supplements but subject to the
satisfaction of the Rating Agency Condition with respect to each Series of
Notes Outstanding and each Segregated Collateral Agency Series Outstanding.


 


SECTION 6.2.  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 on the signature pages hereof or
at such other address or facsimile number as may be designated by such party in
a notice to the other parties.  Any
notice, if mailed by certified or registered mail 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 such, and shall be addressed at the address specified for such party on the
signature pages hereto.


 


31

















 


SECTION 6.3.  Headings.  Section, subsection and other headings used
in this Agreement are for convenience only and shall not affect the
construction of this Agreement.


 


SECTION 6.4.  Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.


 


SECTION 6.5.  Counterparts.  This Agreement may be executed in separate
counterparts and by the different parties on different counterparts, each of
which shall be an original and all of which taken together shall constitute one
and the same instrument. Delivery of an executed signature page of this
Agreement by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.


 


SECTION 6.6.  Binding Effect.  This Agreement shall be binding upon and inure
to the benefit of each of the parties hereto and their respective successors
and assigns.  The parties hereto may not
assign either this Agreement or any of their respective rights, interests or
obligations hereunder.  Nothing herein is
intended or shall be construed to give any other Person any right, remedy or
claim under, to or in respect of this Agreement or the Vehicle Collateral.


 


SECTION 6.7.  Governing Law.  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.


 


SECTION 6.8.  Effectiveness.  This Agreement shall become effective on the
execution and delivery hereof and shall remain in effect until no Secured Party
shall have any claim on the Vehicle Collateral. 
This Agreement shall constitute a subordination agreement for purposes
of Section 510(a) of the Bankruptcy Code.


 


SECTION 6.9.  Termination of this Agreement.  At any time that no amounts are then owing to
the Secured Parties under the Related Documents and the Related Documents shall
have been terminated, the Servicer may terminate this Agreement upon notice to
the Collateral Agent and the Secured Parties, and the Collateral Agent shall
take all actions reasonably requested by the Servicer, at the Servicer’s
expense, to evidence the termination of this Agreement and the Collateral Agent’s
interest in the Vehicle Collateral, including, without limitation, execute such
documents and instruments as the Servicer may reasonably request in connection
with such reassignment; provided, however, that Sections 5.3, 5.4(a), (c), and (e) through
(k), 5.8, and the indemnification set forth in Sections 5.9 and 5.10 shall
survive the termination of this Agreement.


 


SECTION 6.10.  No Bankruptcy Petition Against the
Grantors.  Each of the Collateral
Agent and the Servicer hereby covenants and agrees that, prior to the date
which is one year and one day after the payment in full of the latest maturing
Indenture Note, it will not institute against, or join with, encourage or
cooperate with any other Person in instituting against, either Grantor, Hertz
Vehicles LLC or the Intermediary, any bankruptcy, reorganization, 


 


32

















 


arrangement, insolvency or liquidation proceedings, or other similar
proceedings under any Federal or state bankruptcy or similar law; provided,
however, that nothing in this Section 6.10 shall constitute a waiver of
any right to indemnification, reimbursement or other payment from any Grantor
or Secured Party pursuant to this Agreement. 
The provisions of this Section 6.10 shall survive the termination
of this Agreement, and the resignation or removal of the Collateral Agent.


 


SECTION 6.11.  No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of the Collateral Agent or any Secured Party, any
right, remedy, power or privilege hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.


 


SECTION 6.12.  Submission To Jurisdiction; Waivers.  Each Grantor and the Servicer hereby
irrevocably and unconditionally:


 


(a)  submits for itself
and its property in any legal action or proceeding relating to this Agreement
or for recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York, the
courts of the United States for the Southern District of New York, and
appellate courts from any thereof;


 


(b)  consents that any
such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same;


 


(c)  agrees that
service of process in any such action or proceeding may be effected by mailing
a copy thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, to such Grantor or the Servicer, as the case
may be, at its address set forth in Section 6.2 or at such other
address of which the Collateral Agent shall have been notified pursuant
thereto;


 


(d)  agrees that
nothing herein shall affect the right to effect service of process in any other
manner permitted by law or shall limit the right to sue in any other
jurisdiction; and


 


(e)  waives, to the
maximum extent not prohibited by law, any right it may have to claim or recover
in any legal action or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages.


 


SECTION 6.13.  Waiver of Jury Trial.  THE
COLLATERAL AGENT, EACH GRANTOR, EACH SECURED PARTY AND THE SERVICER HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


33

















 


SECTION 6.14.  Insurance Notification.  The Collateral Agent shall, promptly upon its
receipt of notification of any termination of or proposed cancellation or
nonrenewal of any insurance policies required to be maintained under any of the
Related Documents, notify the related Secured Party of any such termination,
proposed cancellation or nonrenewal.


 


SECTION 6.15.  Waiver of Set-Off With Respect to the
Grantors.  Each of the Secured
Parties hereby waives and relinquishes any right that it has or may have to
set-off or to exercise any banker’s lien or any right of attachment or
garnishment with respect to any funds at any time and from time to time on
deposit in, or otherwise to the credit of, any account and any claims of the
Grantors therein or with respect to any right to payment from the Grantors, it
being understood, however, that nothing contained in this Section 6.15
shall, or is intended to, derogate from the assignment and security interest
granted to any Secured Party under the Related Documents or the Collateral
Agent under this Agreement or impair any rights of the Secured Parties or the
Collateral Agent hereunder or thereunder.


 


SECTION 6.16.  Confidentiality.  Each party hereto (other than Hertz and the
Grantors) agrees that it shall not disclose any Confidential Information to any
Person without the prior written consent of Hertz or the applicable Grantor, as
the case may be, other than (a) to any Secured Party, and then only on a
confidential basis, (b) as required by any law, rule or regulation or
any judicial process of which Hertz or the applicable Grantor, as the case may
be, has knowledge; provided that any party hereto may disclose Confidential
Information as required by law, rule or regulation or any judicial process
of which Hertz or the applicable Grantor, as the case may be, does not have
knowledge if such party is prohibited by law from disclosing such requirement
to Hertz or the applicable Grantor, as the case may be, and (c) in the
course of litigation with Hertz, any of the Grantors, as the case may be, or any
Secured Party.


 


“Confidential
Information” means information that Hertz or any of the Grantors, as
applicable, furnishes to a Secured Party on a confidential basis, but does not
include any such information that is or becomes generally available to the public
other than as a result of a disclosure by such Secured Party or other Person to
which such Secured Party delivered such information or that is or becomes
available to such Secured Party from a source other than Hertz or any of the
Grantors, as the case may be, provided that such source is not (1) known
to such Secured Party to be bound by a confidentiality agreement with Hertz or
any of the Grantors, as the case may be, or (2) known to such Secured
Party to be otherwise prohibited from transmitting the information by a
contractual, legal or fiduciary obligation.


 


SECTION 6.17.  No Recourse.  The obligations of each Grantor under this
Agreement are solely the obligations of such Grantor.  No recourse shall be had for the payment of
any amount owing in respect of any fee hereunder or any other obligation or
claim arising out of or based upon this Agreement against any member, employee,
officer or director of either Grantor. 
Fees, expenses, costs or other obligations payable by either Grantor
hereunder shall be payable by such Grantor to the extent and only to the extent
that such Grantor is reimbursed therefor pursuant to any of the Related
Documents.  In the event that a Grantor
is not reimbursed for such fees, expenses, costs or other obligations, the excess
unpaid amount of such fees, expenses, costs or other obligations shall in no
event constitute a claim (as defined in Section 101 of the Bankruptcy
Code) against, or corporate obligation of, such Grantor. Nothing 


 


34

















 


in this Section 6.17 shall be construed to limit the Collateral
Agent from exercising its rights hereunder with respect to the Collateral.


 


35

















 


IN
WITNESS WHEREOF, each party hereto has executed this Agreement or caused this
Agreement to be duly executed by its officer thereunto duly authorized as of
the day and year first above written.


 


	
   

  	
   

  	
  HERTZ
  VEHICLE FINANCING LLC,

  
	
   

  	
   

  	
  as Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HERTZ
  GENERAL INTEREST LLC,

  
	
   

  	
   

  	
  as Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  
					



 


36

















 


	
   

  	
   

  	
  THE
  HERTZ CORPORATION,

  
	
   

  	
   

  	
  as Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
  as Secured Party, not in its individual capacity but solely as
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  John D. Ask

  
	
   

  	
   

  	
   

  	
  Name:
  John D. Ask

  
	
   

  	
   

  	
   

  	
  Title:
  Senior Associate

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  2
  North LaSalle Street, Suite 1020

  
	
   

  	
   

  	
   

  	
  Chicago,
  IL 60602

  
	
   

  	
   

  	
  Attention:

  	
  Corporate Trust
  Administration — Structured Finance

  
	
   

  	
   

  	
  Telephone:

  	
  (312)
  827-8569

  
	
   

  	
   

  	
  Facsimile:

  	
  (312)
  827-8562

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE
  HERTZ CORPORATION,

  
	
   

  	
   

  	
  as Secured Party

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  
					



 


37

















 


	
   

  	
   

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

  
	
   

  	
   

  	
  not in its individual capacity but solely as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  John D. Ask

  
	
   

  	
   

  	
   

  	
  Name:
  John D. Ask

  
	
   

  	
   

  	
   

  	
  Title:
  Senior Associate

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  2
  North LaSalle Street, Suite 1020

  
	
   

  	
   

  	
   

  	
  Chicago,
  IL 60602

  
	
   

  	
   

  	
  Attention:

  	
  Corporate Trust
  Administration — Structured Finance

  
	
   

  	
   

  	
  Telephone:

  	
  (312)
  827-8569

  
	
   

  	
   

  	
  Facsimile:

  	
  (312) 827-8562

  
					



 


38














 


EXHIBIT
A


 


SERVICER’S FLEET REPORT


 


Pursuant
to Sections 2.4 and 2.6 of the Third Amended and Restated
Collateral Agency Agreement dated as of [     
][    ], 2009, among HERTZ VEHICLE
FINANCING LLC, as a grantor, HERTZ GENERAL INTEREST LLC, as a grantor, THE
HERTZ CORPORATION, as Servicer, THE HERTZ CORPORATION, as a Secured Party, THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee, as a Secured Party and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent (as the
same may be amended, supplemented, restated or otherwise modified from time to
time in accordance with the terms thereof, the “Collateral Agency Agreement”),
the Servicer hereby certifies that attached hereto is a (1) report which
shows for each of the HVF Vehicles (and as subsets thereof, each of the Initial
Hertz Vehicles and the Service Vehicles), the HVF Segregated Vehicles (noting
the particular Segregated Series with respect to which such HVF Segregated
Vehicle is pledged), the HGI Vehicles, the GE Financed Vehicles and the other
Vehicles owned by Hertz as of [the last day of] [the fifteenth day of]            
20    : (a) the VINs with respect to each such
Vehicle, (b) the date of the original purchase of such Vehicle, (c) whether
such Vehicle is a Program Vehicle or a Non-Program Vehicle, (d) the
Capitalized Cost and Net Book Value for each such Vehicle, and (e) the
state in which each such Vehicle is titled and (2) a list of all locations
in which the Certificates of Title for the HVF Vehicles, the HVF Segregated Vehicles
and the HGI Vehicles are held by the Servicer or Servicer’s Agents as of the
last day of such month and the name and address of all Servicer’s Agents as of
the last day of such month.  Capitalized
terms used herein but not defined herein shall have the meanings assigned to
such terms in the Collateral Agency Agreement.


 


Duly
certified and executed, this      day of                          , 20    .


 


	
   

  	
  THE
  HERTZ CORPORATION,

  
	
   

  	
  as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-1

















 


EXHIBIT
B


 


POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., as Collateral Agent (the “Collateral Agent”) under that certain
Third Amended and Restated Collateral Agency Agreement, dated as of [    ] [  
], 2009, among HERTZ VEHICLE FINANCING LLC, as a grantor, HERTZ GENERAL
INTEREST LLC, as a grantor, THE HERTZ CORPORATION, as Servicer, THE HERTZ CORPORATION,
as a Secured Party, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee
as a Secured Party, and the Collateral Agent, (as amended, supplemented,
restated or otherwise modified from time to time in accordance with the terms
thereof, the “Collateral Agency Agreement”) does hereby make, constitute
and appoint THE HERTZ CORPORATION, as Servicer and/or HERTZ VEHICLES LLC its
true and lawful Attorney(s)-in-Fact for it and in its name, stead and behalf to
execute any and all documents and instruments (i) to note the Collateral
Agent as the holder of a first Lien on the Certificates of Title relating to
the [HVF Vehicles][HVF Segregated Vehicles leased pursuant to the Segregated Series Lease
relating to [            ]][HGI
Vehicles], and/or otherwise ensure that the first Lien shown on any and all
such Certificates of Title is in the name of the Collateral Agent, (ii) to
release the Collateral Agent’s Lien on any such Certificate of Title, in
connection with the sale or disposition of any Vehicle permitted pursuant to
the provisions of Section 2.7 of the Collateral Agency Agreement
and (iii) to appoint individual representatives of THE HERTZ CORPORATION
and/or HERTZ VEHICLES LLC as attorneys-in-fact to fulfill the purposes of this
Power of Attorney.  Capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed
to such terms in the Collateral Agency Agreement.


 


GIVING
AND GRANTING unto said attorney(s) full power and authority to do and
perform each and every act and thing whatsoever, requisite, necessary or proper
to be done in furtherance of the foregoing.


 


The
powers and authority granted hereunder shall, unless sooner revoked by the
Collateral Agent in accordance with Section 2.6 of the Collateral
Agency Agreement or following the resignation or removal of the Collateral
Agent under the Collateral Agency Agreement, cease upon the termination of the
Collateral Agency Agreement.  All powers
of attorney for this purpose heretofore filed or executed by the Collateral
Agent are hereby revoked.


 


B-1

















 


IN
WITNESS WHEREOF, the undersigned has caused this instrument to be executed on
its behalf on this         day of              ,
20     .


 


	
   

  	
   

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

  
	
   

  	
   

  	
  not in its individual capacity

  
	
   

  	
   

  	
  but solely as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


B-2

















 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  :   ss.:

  	
   

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  



 


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


 


Notary
Public


 


 


My
Commission Expires:


 


B-3