Exhibit 4.3


 


EXECUTION VERSION


 


 





 



 


MASTER MOTOR VEHICLE OPERATING LEASE AND

SERVICING AGREEMENT (HVIF)


 


Dated as of November 25, 2020


 


among


 


HERTZ VEHICLE INTERIM FINANCING LLC


 


as Lessor,


 


THE HERTZ CORPORATION


 


as a Lessee, Servicer and Guarantor,


 


DTG OPERATIONS, INC.


 


as a Lessee,


 


and


 


those Permitted Lessees from time to time
becoming Lessees hereunder


 





 



 






     


     


    

 


Table of Contents


 







	 	Page
	 	 
	1.            DEFINITIONS AND CONSTRUCTION	1
	1.1.   Definitions	1
	1.2.   Construction	2
	 	 
	2.            NATURE OF AGREEMENT	3
	2.1.   Lease of Vehicles	3
	2.2.   Certain Transfers Between Lessees	4
	2.3.   Lessee’s Right to Purchase Lease Vehicles	5
	2.4.   Return	5
	2.5.   Redesignation of Vehicles	5
	2.6.   Hell-or-High-Water Lease	7
	 	 
	3.           TERM.	8
	3.1.   Vehicle Term	8
	3.2.   Master Motor Vehicle Operating Lease Term	9
	 	 
	4.            RENT AND LEASE CHARGES	9
	4.1.   Depreciation Records and Depreciation Charges	9
	4.2.   Monthly Base Rent	9
	4.3.   Final Base Rent	9
	4.4.   Program Vehicle Depreciation Assumption True-Up Amount	9
	4.5.   Monthly Variable Rent	9
	4.6.   Casualty; Ineligible Vehicles	10
	4.7.   Payments	10
	4.8.   Making of Payments	11
	4.9.   Prepayments	11
	4.10.   Ordering and Delivery Expenses	11
	4.11.   Unexpired License Plate Credits	12
	 	 
	5.           VEHICLE OPERATIONAL COVENANTS	12
	5.1.   NET LEASE	12
	5.2.   Vehicle Use	13
	5.3.   Non-Disturbance	14
	5.4.   Manufacturer’s Warranties	14
	5.5.   HVIF Program Vehicle Condition Notices	14
	 	 
	6.           SERVICER FUNCTIONS AND COMPENSATION.	14
	6.1.   Servicer Functions with Respect to Lease Vehicle Returns, Disposition and Invoicing	14
	6.2.   Servicing Standard	15
	6.3.   Servicer Acknowledgment	15
	6.4.   Servicer’s Monthly Fee	15
	6.5.   Sub-Servicers	15
	 	 
	7.           CERTAIN REPRESENTATIONS AND WARRANTIES	16
	7.1.   Organization; Power; Qualification	16
	7.2.   Authorization; Enforceability	16
	7.3.   Compliance	16
	7.4.   Governmental Approvals	16
	7.5.   Eligible Vehicles	16
	7.6.   Investment Company Act	16
	7.7.   Supplemental Documents True and Correct	17
	7.8.   ERISA	17



 






    i 


     


    

 


Table of Contents

(Continued)


 


	 	Page
	 	 
	8.           CERTAIN AFFIRMATIVE COVENANTS	17
	8.1.   Corporate Existence; Foreign Qualification	17
	8.2.   Books, Records, Inspections and Access to Information	17
	8.3.   ERISA	18
	8.4.   Merger	18
	8.5.   Reporting Requirements	18
	 	 
	9.           DEFAULT AND REMEDIES THEREFOR	19
	9.1.   Events of Default	19
	9.2.   Effect of Operating Lease Event of Default	20
	9.3.   Rights of Lessor Upon Operating Lease Event of Default	20
	9.4.   HVIF Liquidation Event and Non-Performance of Certain Covenants	21
	9.5.   Measure of Damages	22
	9.6.   Servicer Default	22
	9.7.   Application of Proceeds	23
	 	 
	10.         CERTIFICATION OF TRADE OR BUSINESS USE	23
	 	 
	11.         GUARANTY.	23
	11.1.   Guaranty	23
	11.2.   Scope of Guarantor’s Liability	24
	11.3.   Lessor’s Right to Amend; Assignment of Lessor’s Rights in Guaranty	24
	11.4.   Waiver of Certain Rights by Guarantor	24
	11.5.   Guarantor to Pay Lessor’s Expenses	25
	11.6.   Reinstatement	25
	11.7.   Third-Party Beneficiaries	25
	 	 
	12.         ADDITIONAL LESSEES	25
	 	 
	13.         LIENS AND ASSIGNMENTS	26
	13.1.   Rights of Lessor Assigned to Trustee	26
	13.2.   Right of the Lessor to Assign this Agreement	27
	13.3.   Limitations on the Right of the Lessees to Assign this Agreement	27
	13.4.   Liens	27
	 	 
	14.          NON-LIABILITY OF LESSOR	28
	 	 
	15.          NO PETITION	28
	 	 
	16.          SUBMISSION TO JURISDICTION	29
	 	 
	17.          GOVERNING LAW	29
	 	 
	18.          JURY TRIAL	29
	 	 
	19.          NOTICES	29
	 	 
	20.          ENTIRE AGREEMENT	31
	 	 
	21.          MODIFICATION AND SEVERABILITY	31
	 	 
	22.          SURVIVABILITY	31
	 	 
	23.          HEADINGS	31
	 	 
	24.          EXECUTION IN COUNTERPARTS; ELECTRONIC EXECUTION	31
	 	 
	25.          LESSEE TERMINATION AND RESIGNATION	32
	 	 
	26.          THIRD-PARTY BENEFICIARIES	32


 


	Annex A	--	Form of Affiliate Joinder
	 
	Exhibit A	 	Form of Lease Resignation Notice




 






    (ii) 


     


    

 



 


MASTER MOTOR VEHICLE OPERATING LEASE
AND

SERVICING AGREEMENT (HVIF) 


 


This Master Motor Vehicle
Operating Lease and Servicing Agreement (HVIF) (as amended, modified or supplemented from time to time in accordance with the provisions
hereof, this “Agreement”), dated as of November 25, 2020, by and among:


 


HERTZ VEHICLE INTERIM
FINANCING LLC, a Delaware limited liability company (“HVIF”), as lessor (in such capacity, the “Lessor”);


 


THE HERTZ CORPORATION,
a Delaware corporation, as a lessee, as servicer (in such capacity as servicer, the “Servicer”) and as guarantor
(in such capacity, the “Guarantor”);


 


DTG Operations,
Inc., an Oklahoma corporation (“DTG”), as a lessee, and


 


those various Permitted
Lessees (as defined herein) from time to time becoming Lessees hereunder pursuant to Section 12 hereof (each, an “Additional
Lessee”), as lessees (Hertz, DTG and the Additional Lessees, in their capacities as lessees, each a “Lessee”
and, collectively, the “Lessees”).


 


RECITALS


 


WHEREAS, the Lessor
has purchased or will purchase automobiles, vans and light-duty trucks from Hertz General Interest LLC (“HGI”)
pursuant to the Purchase Agreement and from various other parties on arm’s-length terms pursuant to one or more other motor
vehicle purchase agreements or otherwise, in each case, that the Lessor determines shall be leased hereunder;


 


WHEREAS, the Lessor
desires to lease to each Lessee and each Lessee desires to lease from the Lessor certain Lease Vehicles for use in connection with
the business of such Lessee, including use by such Lessee’s employees, directors, officers, representatives, agents and other
business associates in their personal or professional capacities;


 


WHEREAS, the Lessor
and each Lessee desire the Servicer to perform various servicing functions with respect to the Lease Vehicles, and the Servicer
desires to perform such functions, in accordance with the terms hereof;


 


WHEREAS, the Lessor
desires the Guarantor to guarantee various obligations of the Lessees hereunder, and the Guarantor desires to so guarantee such
obligations, in accordance with the terms hereof;


 


NOW, THEREFORE, in
consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:


 


AGREEMENT


 


1.                  
DEFINITIONS AND CONSTRUCTION


 


1.1.            
Definitions. As used in this Agreement and unless the context requires a different
meaning, capitalized terms used herein shall have the meanings ascribed thereto in Schedule I hereto and, if not defined
therein, shall have the meanings assigned to such terms in the HVIF Base Indenture or the HVIF Series Supplement, as applicable.


 






    


     


    

 


1.2.            
Construction.


 


(a)               
In this Agreement, including the preamble, recitals, attachments, schedules, annexes, exhibits and joinders hereto, unless
the context otherwise requires:


 


(i)               the singular includes the plural and vice versa;


 


(ii)              references to an agreement or document shall include the preamble, recitals, all attachments, schedules, annexes, exhibits
and joinders to such agreement or document, and are to such agreement or document (including all such attachments, schedules, annexes,
exhibits and joinders to such agreement or document) as amended, supplemented, restated and otherwise modified from time to time
and to any successor or replacement agreement or document, as applicable (unless otherwise stated);


 


(iii)            
reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors
and assigns are permitted by this Agreement, and reference to any Person in a particular capacity only refers to such Person in
such capacity;


 


(iv)             reference to any gender includes the other gender;


 


(v)              reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole
or in part, and in effect from time to time;


 


(vi)             “including” (and with correlative meaning “include”) means including without limiting the generality
of any description preceding such term;


 


(vii)           
with respect to the determination of any period of time, “from” means “from and including” and “to”
means “to but excluding”;


 


(viii)         
 the language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction will be applied against any party;


 


(ix)             as used in this Agreement, the term “title” refers to a Certificate of Title or other similar form of vehicle
title and is intended by each party hereto to include the terms “vehicle registration” and “vehicle license plate,”
unless specified otherwise;


 


(x)              as used in this Agreement, the term (and each defined term including the term) “rental”, when used in the context
of customer rentals, daily car rental businesses, normal daily rental operations and daily motor vehicle rental industries is intended
by each party hereto to include car sharing businesses, operations and platforms; and


 


(xi)             unless
specified otherwise, “titling” will be deemed to include the acts of registering a vehicle, including the registering
of the license plates of a vehicle.


 


(b)                Notwithstanding
any language to the contrary contained herein, the parties hereto intend that this Agreement constitutes one indivisible
lease of the Lease Vehicles and not separate leases governed by similar terms. The Lease Vehicles constitute one economic
unit, and the Rent and all other provisions hereof have been negotiated and agreed to based on a demise of all of the Lease
Vehicles to the Lessees as a single, composite, inseparable transaction and would have been substantially different had
separate leases or a divisible lease been intended. The parties intend that the provisions of this Agreement shall at all
times be construed, interpreted and applied so as to carry out their mutual objective to create an indivisible lease of all
of the Lease Vehicles and, in particular but without limitation, that, for purposes of any assumption, rejection or
assignment of this Agreement under 11 U.S.C. Section 365, or any successor or replacement thereof or any analogous state law,
this is one indivisible lease and non-severable lease and executory contract dealing with one
legal and economic unit and that this Agreement must be assumed, rejected or assigned as a whole with respect to all (and
only as to all) of the Lease Vehicles. Except as expressly provided in this
Agreement for specific, isolated purposes (and then only to the extent expressly otherwise stated), all provisions of this
Agreement apply equally and uniformly to all of the Lease Vehicles as one unit. Upon the occurrence and during the
continuance of any HVIF Operating Lease Event of Default, the Lessor shall be entitled to exercise any applicable remedies
under Section 9 with respect to all of the Lease Vehicles or any portion of the Lease Vehicles, regardless of the portion of
the Lease Vehicles to which such HVIF Operating Lease Event of Default relates. The parties
may amend this Agreement from time to time to add or remove one or more additional vehicles (including HVIF Eligible
Vehicles) as part of the Lease Vehicles and such future addition to, or removal from,
the Lease Vehicles shall not in any way change the indivisible and non-severable
nature of this Agreement and all of the foregoing provisions shall continue to apply in full force. Each party agrees that it
shall not assert that this Agreement is not, and shall not challenge the characterization of this Agreement as, a single
indivisible lease of all of the Lease Vehicles. Each party hereby waives any claim or
defense based on a recharacterization of this Agreement as any agreement other than a single indivisible lease of all of the Lease
Vehicles.


 






    2


     


    

 


2.                  
NATURE OF AGREEMENT. (a) Each Lessee and the Lessor intend that this Agreement
is a lease and that the relationship between the Lessor and such Lessee pursuant hereto shall always be only that of lessor and
lessee, and each Lessee hereby declares, acknowledges and agrees that the Lessor is the owner of the Lease Vehicles, and legal
title to the Lease Vehicles is either held by the Lessor directly or through the Nominee pursuant to the Nominee Agreement. No
Lessee shall acquire by virtue of this Agreement any right, equity, title or interest in or to any Lease Vehicles, except the leasehold
interest and option to purchase established by this Agreement. The parties agree that this Agreement is a “true lease”
and agree to treat the leasehold interest established by this Agreement as a lease for all purposes, including accounting, regulatory
and otherwise, except it will be disregarded for tax purposes to the extent the Lessor and one or more Lessees are treated as the
same taxpayer under the Code or under applicable state tax laws.


 


(b)               
GRANT OF SECURITY INTEREST. If, notwithstanding the intent of the parties to this Agreement,
the leasehold interest established by this Agreement is deemed by any court, tribunal, arbitrator or other adjudicative authority
(each, a “Court”) in any proceeding, including any proceeding under any bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar law affecting creditors’ rights, to constitute a financing arrangement or otherwise
not to constitute a “true lease” with respect to the Lease Vehicles, then it is the intention of the parties that this
Agreement together with the Collateral Agency Agreement, as such agreements apply to the Lease Vehicles, shall constitute a security
agreement under applicable law (and such Lease Vehicles shall be deemed to be Pledged Master Collateral). Each Lessee hereby acknowledges
that it has granted to the Collateral Agent, pursuant to the Collateral Agency Agreement, for the benefit of the Trustee, a first
priority security interest in all of such Lessee’s right, title and interest in and to its Pledged Master Collateral (as
defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity,
by acceleration or otherwise) of all of the obligations and liabilities of such Lessee to the Lessor and the Trustee, whether direct
or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of,
or in connection with, this Agreement and any other document made, delivered or given in connection herewith, whether on account
of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, or expenses (including all fees and disbursements
of counsel to the Lessor and the Trustee that are required to be paid by such Lessee pursuant to the terms hereof).


 


2.1.            
Lease of Vehicles.


 


(a)               
Agreement to Lease. From time to time, subject to the terms and provisions hereof
(including satisfaction of the conditions precedent set forth in Section 2.1(b)), the Lessor agrees to lease to each Lessee,
and each Lessee agrees to lease from the Lessor those certain Lease Vehicles identified on Lease Vehicle Acquisition Schedules
and Intra-Lease Lessee Transfer Schedules produced from time to time by or on behalf of such Lessee pursuant to Sections 2.1(c)
and 2.2, respectively.


 






    3


     


    

 


(b)                Conditions
Precedent to Lease of Lease Vehicles. The agreement of the Lessor to commence leasing any Lease Vehicle to any Lessee
hereunder is subject to the following conditions precedent being satisfied on or prior to the Vehicle Operating Lease
Commencement Date for such Lease Vehicle:


 


(i)                
No Default. No HVIF Operating Lease Event of Default shall have occurred and be continuing
on the Vehicle Operating Lease Commencement Date for such Lease Vehicle or would result from the leasing of such Lease Vehicle
hereunder, and no HVIF Potential Operating Lease Event of Default with respect to any event or condition specified in Section
9.1.1, Section 9.1.5, Section 9.1.7 or Section 9.1.8 shall have occurred and be continuing on the Vehicle
Operating Lease Commencement Date for such Lease Vehicle or would result from the leasing of such Lease Vehicle hereunder;


 


(ii)              
Funding. HVIF shall have sufficient available funds constituting HVIF Collateral
available under the HVIF Series Supplement or otherwise to purchase such Lease Vehicle;


 


(iii)            
Representations and Warranties. The representations and warranties contained in Section
7 are true and correct in all material respects (unless any such representation or warranty contains a materiality limitation
by its terms, in which case such representation or warranty shall be true and correct) as of such date (unless any such representation
or warranty by its terms makes reference to a specific date, in which case, such representation or warranty shall be true and correct
for such specific date); and


 


(iv)             
Eligible Vehicle. Such Lease Vehicle is a HVIF Eligible Vehicle.


 


(c)               
Lease Vehicle Acquisition Schedules. From time to time, each Lessee shall deliver
or cause to be delivered to the Lessor one or more schedules identifying the vehicles such Lessee desires to lease from the Lessor
hereunder, which schedules shall include the Basic Lease Vehicle Information (each such schedule, a “Lease Vehicle Acquisition
Schedule”). Each Lessee hereby agrees that each such delivery of a Lease Vehicle Acquisition Schedule shall be deemed
hereunder to constitute a representation and warranty by such Lessee, to and in favor of the Lessor, that each condition precedent
to the leasing of the Lease Vehicles identified in such Lease Vehicle Acquisition Schedule has been or will be satisfied as of
the date of such delivery.


 


(d)               
Lease Vehicle Acceptance or Nonconforming Lease Vehicle Rejection. With respect to
any vehicle identified on a Lease Vehicle Acquisition Schedule and made available for lease by the Lessor to any Lessee, such Lessee
shall have the right to inspect such vehicle within five (5) calendar days of receipt (the “Inspection Period”)
of such vehicle and either accept or, if such vehicle is a Nonconforming Lease Vehicle, reject such vehicle; provided that,
such Lessee shall be deemed to have accepted such vehicle as a Lease Vehicle unless it has notified the Lessor in writing that
such vehicle is a Nonconforming Lease Vehicle during the Inspection Period (the delivery date of such written notice, the “Rejection
Date”). If such Lessee timely notifies the Lessor that such vehicle is a Nonconforming Lease Vehicle (such Nonconforming
Lease Vehicle with respect to which such Lessee has so notified the Lessor, a “Rejected Vehicle”), then the
Lessor shall cause the Servicer to dispose of such Rejected Vehicle (including by returning such Rejected Vehicle to the seller
thereof) in accordance with Section 6.1.


 


2.2.             Certain
Transfers Between Lessees. From time to time, a particular Lessee (the “Transferor Lessee”) may
desire to cease leasing a Lease Vehicle hereunder and another Lessee (the “Transferee Lessee”) may desire
to commence leasing such Lease Vehicle hereunder. Upon delivery by such Lessees to the Lessor of written notice identifying
by VIN each Lease Vehicle to be so transferred from such Transferor Lessee to such Transferee Lessee (such notice, an
 “Intra-Lease Lessee Transfer Schedule”), each Lease Vehicle identified in such Intra-Lease Lessee Transfer
Schedule shall cease to be leased by the Transferor Lessee and shall contemporaneously commence being leased to the
Transferee Lessee. Each Lessee agrees that upon such a transfer of any Lease Vehicle from one Lessee to another Lessee
pursuant to this Agreement, such Transferor Lessee relinquishes all rights that it has in such Lease Vehicle pursuant to this
Agreement. Each Intra-Lease Lessee Transfer Schedule may be delivered electronically and may be delivered directly by either
the applicable Transferor Lessee or the applicable Transferee Lessee or on behalf of either such party by any agent or
designee of such party.


 






    4


     


    

 


2.3.            
Lessee’s Right to Purchase Lease Vehicles. Each Lessee shall have the
option, exercisable with respect to any Lease Vehicle leased by such Lessee hereunder during such Lease Vehicle’s Vehicle
Term, to purchase such Lease Vehicle for an amount equal to the greater of (i) the Net Book Value of such Lease Vehicle or (ii)
the Market Value of such Lease Vehicle, in each case, as of the date such amount shall be deposited in the HVIF Collection Account
(the greater of such amounts being referred to as the “Lease Vehicle Buyout Price”).


 


2.4.            
Return. (a)  Lessee Right to Return. Any Lessee may return
any Lease Vehicle (other than any Lease Vehicle that has experienced a Casualty or become an Ineligible Vehicle) then leased by
such Lessee at any time prior to such Lease Vehicle’s Maximum Lease Termination Date to the Servicer at the location for
such Lease Vehicle’s return reasonably specified by the Servicer; provided that, for the avoidance of doubt, the Vehicle
Term for such Lease Vehicle will continue until the Vehicle Operating Lease Expiration Date thereof, notwithstanding the prior
return of such Lease Vehicle pursuant to this Section 2.4(a); provided, further, that, notwithstanding any
language to the contrary contained herein, a Lessee may not return any Lease Vehicle that is an HVIF Non-Program Vehicle prior
to the month that is 20 months after the month in which the Vehicle Operating Lease Commencement Date occurs with respect to such
HVIF Non-Program Vehicle, unless in connection with such return, the Lessor is able to sell such HVIF Non-Program Vehicle to an
unaffiliated third party for an amount at least equal to the greater of (i) the Net Book Value of such HVIF Non-Program Vehicle
and (ii) 85% of the Market Value of such HVIF Non-Program Vehicle.


 


(b)               
Lessee Obligation to Return. Each Lessee shall return each Lease Vehicle leased by
such Lessee on or prior to such Lease Vehicle’s Maximum Lease Termination Date to the Servicer at the location for such Lease
Vehicle’s return reasonably specified by the Servicer (taking into account transportation costs and expected realizable disposition
proceeds).


 


2.5.            
Redesignation of Vehicles.


 


(a)               
Mandatory HVIF Program Vehicle to HVIF Non-Program Vehicle Redesignations. With respect
to any Lease Vehicle that is an HVIF Program Vehicle leased by any Lessee hereunder as of any date of determination, the Lessor
shall on the date specified in Section 2.5(d) redesignate such Lease Vehicle as an HVIF Non-Program Vehicle, if:


 


(i)                
A Manufacturer Event of Default is continuing with respect to the Manufacturer of such Lease
Vehicle as of such date, or


 


(ii)               as
of any such date occurring after the Minimum Program Term End Date with respect to such Lease Vehicle, such Lease Vehicle
were returned as of such date pursuant to the terms of the HVIF Manufacturer Program with respect to such Lease Vehicle, the
HVIF Manufacturer of such Lease Vehicle would not be obligated to pay a repurchase price for such Lease Vehicle, or guarantee
the disposition proceeds to be received for such Vehicle, in each case in an amount at least equal to (1) the Net Book Value
of such Lease Vehicle, as of such date, minus (2) the Final Base Rent that would be payable in respect of such Lease
Vehicle, assuming that such date were the Disposition Date for such Lease Vehicle, minus (3) the HVIF Excess Mileage
Charges with respect to such Lease Vehicle, that would be applicable as of such date, assuming that such date were the
Disposition Date, minus (4) the HVIF Excess Damage Charges with respect to such Lease Vehicle, that would be
applicable as of such date, assuming that such date were the Disposition Date, minus (5) the Pre-VOLCD Program Vehicle
Depreciation Amount paid or payable with respect to such Lease Vehicle, minus (6) the Program Vehicle Depreciation
Assumption True-Up Amount paid or payable with respect to such Lease Vehicle, as of such date.


 






    5


     


    

 


(b)               
Optional HVIF Program Vehicle to HVIF Non-Program Vehicle Redesignations. In addition
to Section 2.5(a) and without limitation thereto, with respect to any Lease Vehicle that is a HVIF Program Vehicle leased
by any Lessee hereunder as of any date of determination, such Lessee may redesignate such Lease Vehicle as a HVIF Non-Program Vehicle
upon written notice to the Lessor (which written notice may be delivered electronically and may be delivered directly by such Lessee
or on its behalf by any agent or designee of such Lessee); provided that, such Lessee shall not redesignate any HVIF Program
Vehicle as a HVIF Non-Program Vehicle pursuant to this Section 2.5(b) if, after giving effect to such redesignation, an
HVIF Aggregate Asset Amount Deficiency would exist, unless such redesignation would decrease the amount of such HVIF Aggregate
Asset Amount Deficiency.


 


(c)               
HVIF Non-Program Vehicle to HVIF Program Vehicle Redesignations. With respect to
any Lease Vehicle that is a HVIF Non-Program Vehicle leased by any Lessee hereunder as of any date of determination, if such Lease
Vehicle was previously designated as a HVIF Program Vehicle, then such Lessee may redesignate such Lease Vehicle as a HVIF Program
Vehicle upon written notice to the Lessor (which written notice may be delivered electronically and may be delivered directly by
such Lessee or on its behalf by any agent or designee of such Lessee); provided that, such Lessee may not redesignate any
such Lease Vehicle as a HVIF Program Vehicle if such Lease Vehicle would then be required to be redesignated as a HVIF Non-Program
Vehicle pursuant to Section 2.5(a) after designating such Lease Vehicle as a HVIF Program Vehicle.


 


(d)               
Timing of Redesignations. With respect to any redesignation to be effected pursuant
to Section 2.5(a), such redesignation shall occur as of the first calendar day of the calendar month following the date
on which the applicable event or condition described in Section 2.5(a)(i) or (ii) occurs. With respect to any redesignation
to be effected pursuant to Section 2.5(b) or 2.5(c), such redesignation shall occur as of the first calendar day
of the calendar month immediately following the calendar month of the date written notice was delivered by the applicable Lessee
of such redesignation.


 


(e)               
HVIF Program Vehicle to HVIF Non-Program Vehicle Redesignation Payments. With respect
to any Lease Vehicle that is redesignated as a HVIF Non-Program Vehicle pursuant to Section 2.5(a) or Section 2.5(b),
the Lessee of such Lease Vehicle as of the close of business on the date of such redesignation shall pay to the Lessor on the Payment
Date following the effective date of such redesignation, as determined in accordance with Section 2.5(d), an amount equal
to the excess, if any, of the Net Book Value of such Lease Vehicle over the Market Value of such Lease Vehicle, in each case, as
of the date of such redesignation (such excess, if any, for such Lease Vehicle, a “Redesignation to Non-Program Amount”).


 


(f)                
HVIF Non-Program Vehicle to HVIF Program Vehicle Redesignation Payments. With respect
to any Lease Vehicle that is redesignated as a HVIF Program Vehicle pursuant to Section 2.5(c), the Lessor shall pay to
the Lessee of such Lease Vehicle on the Payment Date following the effective date of such redesignation, as determined in accordance
with Section 2.5(d), an amount equal to the excess, if any, of the Net Book Value of such Lease Vehicle (as of the date
of such redesignation and calculated assuming that such Lease Vehicle had never been designated as a HVIF Non-Program Vehicle)
over the Net Book Value of such Lease Vehicle (as of the date of such redesignation but without giving effect to such Lease Vehicle’s
redesignation as a HVIF Program Vehicle) (such excess, if any, for such Lease Vehicle and such redesignation, the “Redesignation
to Program Amount”); provided that,


 


(i)                
no payment shall be required to be made and no payment may be made by the Lessor pursuant
to this Section 2.5(f) to the extent that a HVIF Amortization Event or a HVIF Potential Amortization Event exists or would
be caused by such payment,


 






    6


     


    

 


(ii)              
the amount of any such payment to be made by the Lessor on any such date shall be capped
at and be paid from (and the obligation of the Lessor to make such payment on such date shall be limited to) the amount of funds
available to the Lessor on such date, and


 


(iii)            
if any such payment from the Lessor is limited in amount pursuant to the foregoing clause
(i) or (ii), the Lessor shall pay to such Lessee the funds available to the Lessor on such Payment Date and shall pay
to such Lessee on each Payment Date thereafter the amount available to the Lessor until such Redesignation to Program Amount has
been paid in full to such Lessee.


 


2.6.            
Hell-or-High-Water Lease. THIS AGREEMENT SHALL BE A NET LEASE, AND EACH LESSEE’S
OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT,
SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of each Lessee hereunder
shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein) for any reason, including
without limitation:


 


(i)               
any defect in the condition, merchantability, quality or fitness for use of the Lease Vehicles
or any part thereof;


 


(ii)              
any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition
or taking of the Lease Vehicles or any part thereof;


 


(iii)            
any restriction, prevention or curtailment of or interference with any use of the Lease
Vehicles or any part thereof;


 


(iv)            
any defect in or any Lien on title to the Lease Vehicles or any part thereof;


 


(v)             
any change, waiver, extension, indulgence or other action or omission in respect of any
obligation or liability of such Lessee or the Lessor;


 


(vi)            
any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation
or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Agreement
by any trustee or receiver of any Person mentioned above, or by any court;


 


(vii)           
any claim that such Lessee has or might have against any Person, including without limitation
the Lessor;


 


(viii)         
any failure on the part of the Lessor or such Lessee to perform or comply with any of the
terms hereof or of any other agreement;


 


(ix)            
any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof
or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise;


 


(x)               
any insurance premiums payable by such Lessee with respect to the Lease Vehicles; or


 


(xi)             
any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether
or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable.


 






    7


     


    

 


This Agreement
shall not be cancellable by any Lessee (subject to Section 25) and, except as expressly provided by this Agreement,
each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit,
terminate or surrender this Agreement, or to any diminution or reduction of Rent or other amounts payable by such Lessee
hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for
herein), absent manifest error and, except as otherwise provided herein, no Lessee shall seek to recover any such payment or
any part thereof for any reason whatsoever, absent manifest error. All covenants and agreements of each Lessee herein shall
be performed at its cost, expense and risk unless expressly otherwise stated.


 


3.                  
TERM.


 


3.1.            
Vehicle Term.


 


(a)               
Vehicle Operating Lease Commencement Date. The “Vehicle Operating Lease
Commencement Date” with respect to any Lease Vehicle shall mean the date referenced in the applicable Lease Vehicle Acquisition
Schedule with respect to such Lease Vehicle but in no event shall such date be a date later than the date that funds are expended
by HVIF to acquire such Lease Vehicle (such date of payment, the “Vehicle Funding Date” for such Lease Vehicle).


 


(b)               
Vehicle Term for Lease Vehicles Without a Special Term. The “Vehicle Term”
with respect to each Lease Vehicle (other than a Lease Vehicle that has a Special Term) shall extend from the Vehicle Operating
Lease Commencement Date through the earliest of:


 


(i)              
the Disposition Date with respect to such Lease Vehicle;


 


(ii)              
if such Lease Vehicle becomes a Rejected Vehicle, the Rejection Date with respect to such
Rejected Vehicle; and


 


(iii)            
the Maximum Lease Termination Date with respect to such Lease Vehicle


 


(the earliest
of such three dates being referred to as the “Vehicle Operating Lease Expiration Date” for such Lease Vehicle).


 


(c)               
Vehicle Term For Lease Vehicles With A Special Term.


 


(i)                
Each Lease Vehicle titled in a state or commonwealth referenced in the definition of Special
Term shall have a Special Term as set forth opposite such state or commonwealth in such definition.


 


(ii)              
The “Vehicle Term” with respect to each Lease Vehicle that has a Special
Term shall extend from the Vehicle Operating Lease Commencement Date for such Lease Vehicle through the earlier to occur of the
last day of the Special Term applicable to such Lease Vehicle and the date that would be the Vehicle Operating Lease Expiration
Date for such Lease Vehicle if such Lease Vehicle did not have a Special Term; provided that, at the expiration of each
Special Term with respect to such Lease Vehicle, the lease of such Lease Vehicle shall automatically be renewed for a successive
Special Term applicable to such Lease Vehicle, until the earlier to occur of the Maximum Lease Termination Date with respect to
such Lease Vehicle and the date that would be the Vehicle Operating Lease Expiration Date for such Lease Vehicle if such Lease
Vehicle did not have a Special Term.


 


(d)               
Lease Vehicles with Multiple Vehicle Terms. For the avoidance of doubt, with respect
to any Lease Vehicle that experiences more than one Vehicle Term pursuant to this Agreement, each such Vehicle Term with respect
to such Lease Vehicle will be treated as an independent Vehicle Term for all purposes hereunder.


 






    8


     


    

 


3.2.            
 Master Motor Vehicle Operating Lease Term. The “Operating Lease
Commencement Date” shall mean the HVIF Closing Date. The “Operating Lease Expiration Date” shall mean
the later of (i) the date of the final payment in full of the HVIF Notes and (ii) the Vehicle Operating Lease Expiration Date for
the last Lease Vehicle leased by the Lessee hereunder. The “Term” of this Agreement shall mean the period commencing
on the Operating Lease Commencement Date and ending on the Operating Lease Expiration Date.


 


4.                  
RENT AND LEASE CHARGES. Each Lessee will pay Rent due and payable on a monthly basis
as set forth in this Section 4.


 


4.1.            
Depreciation Records and Depreciation Charges. On each Business Day, the Lessor
shall establish or cause to be established the Depreciation Charge with respect to each Lease Vehicle, and the Lessor shall maintain,
and upon request by a Lessee, deliver or cause to be delivered to such Lessee a record of such Depreciation Charges (such record,
the “Depreciation Record”) with respect to each Lease Vehicle leased by such Lessee as of such date, the delivery
of which may be satisfied by the Lessor posting or causing to be posted such depreciation records to a password-protected website
made available to such Lessees or by any other reasonable means of electronic transmission (including, without limitation, email
or other file transfer protocol), and may be made directly by the Lessor or on its behalf by any agent or designee of the Lessor.


 


4.2.            
Monthly Base Rent. With respect to any Payment Date and any Lease Vehicle,
the “Monthly Base Rent” with respect to such Lease Vehicle for such Payment Date shall equal the pro rata
portion (based upon the number of days in the Related Month with respect to such Payment Date that were included in the Vehicle
Term for such Lease Vehicle) of the Depreciation Charge for such Lease Vehicle as of the last day of such Related Month calculated
on a 30/360 day basis.


 


4.3.            
Final Base Rent. With respect to any Payment Date and any Lease Vehicle with
respect to which the Disposition Date occurred during such Related Month, the “Final Base Rent” with respect
to any such Lease Vehicle for such Payment Date shall be an amount equal to the pro rata portion (based upon the number
of days in such Related Month that were included in the Vehicle Term for such Lease Vehicle) of the Depreciation Charge for such
Lease Vehicle as of such Disposition Date, calculated on a 30/360 day basis.


 


4.4.            
Program Vehicle Depreciation Assumption True-Up Amount. If the Program Vehicle
Depreciation Assumption True-Up Amount with respect to any Lease Vehicle is a positive number as of the first day following the
end of the Estimation Period for such Lease Vehicle, then the Lessee of such Lease Vehicle shall pay the Lessor such Program Vehicle
Depreciation Assumption True-Up Amount with respect to such Lease Vehicle in accordance with Section 4.7.1.


 


4.5.            
Monthly Variable Rent. The “Monthly Variable Rent” for
each Payment Date and each Lease Vehicle (x) leased hereunder as of the last day of the Related Month with respect to such Payment
Date, (y) the Disposition Date in respect of which occurred during such Related Month or (z) that was purchased by the applicable
Lessee during such Related Month, in each case shall equal the sum of:


 


(a)               
the product of:


 


(i)                
an amount equal to the sum of:


 


		(A)	all interest that has accrued on the HVIF Notes during the HVIF
Interest Period for the HVIF Notes ending on such Payment Date, plus



 


		(B)	all HVIF Carrying Charges with respect to such Payment Date, and



 






    9


     


    

 


(ii)              
 the quotient obtained by dividing:


 


		(A)	the Net Book Value of such Lease Vehicle as of the last day of
such Related Month (or, if earlier, the Disposition Date with respect to such Lease Vehicle), by



 


		(B)	the aggregate Net Book Values as of the last day of such Related
Month (or, in any such case, if earlier, the Disposition Date of such Lease Vehicle) of all such Lease Vehicles, plus



 


(b)               
2.0% per annum, payable at one-twelfth the annual rate, of the Net Book Value of such Lease
Vehicle as of the last day of the Related Month, plus


 


(c)               
The amount of Incentive Rebate Receivables, if any, previously paid by a Manufacturer and subsequently successfully recovered
from HVIF by such Manufacturer during such Related Month.


 


4.6.            
Casualty; Ineligible Vehicles. On the second day of each calendar month, each
Lessee shall deliver to the Servicer a list containing each Lease Vehicle leased by such Lessee that suffered a Casualty or became
an Ineligible Vehicle in the preceding calendar month (each such list, a “Monthly Casualty Report”). Each such
delivery may be satisfied by the applicable Lessee posting such Monthly Casualty Report to a password protected website made available
to the Servicer or by any other reasonable means of electronic transmission (including by e-mail, file transfer protocol or otherwise)
and may be so delivered directly by the applicable Lessee or on its behalf by any agent or designee of such Lessee. On the Disposition
Date with respect to each Lease Vehicle that suffers a Casualty or becomes an Ineligible Vehicle, (i) the Lessor shall cause title
to such Lease Vehicle to be transferred to or at the direction of the Lessee of such Lease Vehicle and (ii) such Lessee shall be
entitled to any physical damage insurance proceeds applicable to such Lease Vehicle.


 


4.7.            
Payments.


 


4.7.1.       
On each Payment Date and with respect to the Related Month thereto, after giving full credit
for any prepayments made pursuant to Section 4.9, each Lessee shall pay to the Lessor an amount equal to the sum of the
following amounts with respect to each Lease Vehicle leased by such Lessee hereunder to the last day of such Related Month (other
than any Lease Vehicle the Disposition Date for which occurred during such Related Month):


 


(a)               
the Monthly Base Rent with respect to such Lease Vehicle as of such Payment Date, plus


 


(b)               
the Pre-VOLCD Program Vehicle Depreciation Amount with respect to such Lease Vehicle, if
any, plus


 


(c)               
if the Program Vehicle Depreciation Assumption True-Up Amount owing with respect to such
Lease Vehicle as of such Payment Date is a positive number, then such Program Vehicle Depreciation Assumption True-Up Amount minus
all amounts previously paid by the applicable Lessee in respect of such Program Vehicle Depreciation Assumption True-Up Amount,
plus


 


(d)               
the Monthly Variable Rent with respect to such Lease Vehicle as of such Payment Date, plus


 


(e)               
the Redesignation to Non-Program Amount, if any, with respect to such Lease Vehicle for
such Payment Date.


 






    10


     


    

 


4.7.2.        On
each Payment Date and with respect to the Related Month thereto, after giving full credit for any prepayments made pursuant
to Section 4.9, each Lessee shall pay to the Lessor an amount equal to the sum of the following amounts with respect
to each Lease Vehicle leased by such Lessee hereunder as of any day during such Related Month and the Disposition Date for
which occurred during such Related Month:


 


(a)               
the Casualty Payment Amount with respect to such Lease Vehicle, if any, plus


 


(b)               
the Final Base Rent with respect to such Lease Vehicle, if any, plus


 


(c)               
the Program Vehicle Special Default Payment Amount with respect to such Lease Vehicle, if
any, plus


 


(d)               
the Non-Program Vehicle Special Default Payment Amount with respect to such Lease Vehicle,
if any, plus


 


(e)               
the Early Program Return Payment Amount with respect to such Lease Vehicle, if any, plus


 


(f)                
the Monthly Variable Rent owing with respect to such Lease Vehicle for such Payment Date.


 


4.8.            
Making of Payments.


 


(a)               
All payments hereunder shall be made by the applicable Lessee, or by the Servicer or one
or more of its Affiliates on behalf of such Lessee, to, or for the account of, the Lessor in immediately available funds, without
setoff, counterclaim or deduction of any kind.


 


(b)               
All such payments shall be deposited into the HVIF Collection Account not later than 12:00
noon, New York City time, on such Payment Date.


 


(c)               
If any Lessee pays less than the entire amount of Rent (or any other amounts) due on any
Payment Date, after giving full credit for all prepayments made pursuant to Section 4.9 with respect to amounts due on such
Payment Date, then the payment received from such Lessee in respect of such Payment Date shall be first applied to the Monthly
Variable Rent due on such Payment Date.


 


(d)               
In the event any Lessee fails to remit payment of any amount due under this Agreement on
or before the Payment Date or when otherwise due and payable hereunder, the amount not paid will be considered delinquent and such
Lessee shall pay default interest with respect thereto at a rate equal to (i) the effective interest rate payable by HVIF
on any overdue amounts owed by HVIF with respect to the HVIF Notes or (ii) if no such interest is payable by HVIF, the Reference
Rate plus 1.0%, during the period from the Payment Date on which such delinquent amount was payable until such delinquent
amount (with accrued interest) is paid.


 


4.9.            
Prepayments. On any Business Day, any Lessee, or the Servicer or one or more
of its Affiliates on behalf of such Lessee, may, at its option, make a non-refundable payment to the Lessor of all or any portion
of the Rent or any other amount that is payable by such Lessee hereunder on the Payment Date occurring in the calendar month of
such date of payment or the next succeeding Payment Date, in advance of such Payment Date.


 


4.10.         
Ordering and Delivery Expenses. With respect to any Lease Vehicle to be leased
by any Lessee hereunder, such Lessee shall pay to or at the direction of the Lessor all applicable costs and expenses of freight,
packing, handling, storage, shipment and delivery of such Lease Vehicle and all sales and use tax (if any) to the extent that the
same have not been included in the Capitalized Cost of such Lease Vehicle, as such inclusion or exclusion has been reasonably determined
by the Servicer.


 






    11


     


    

 


4.11.         
 Unexpired License Plate Credits. Any rebate or credits applicable to the
unexpired term of any license plates for a Lease Vehicle leased hereunder shall inure to the benefit of the Lessee of such Lease
Vehicle.


 


5.                  
VEHICLE OPERATIONAL COVENANTS


 


5.1.            
NET LEASE. THIS AGREEMENT SHALL BE A NET LEASE.


 


5.1.1.       
Maintenance and Repairs. With respect to any Lessee and the Lease Vehicles leased
by such Lessee hereunder, such Lessee shall pay for all maintenance and repairs. Each Lessee will pay, or cause to be paid, all
usual and routine expenses incurred in the use and operation of Lease Vehicles leased by such Lessee hereunder including, but not
limited to, fuel, lubricants, and coolants. Any improvements or additions to any Lease Vehicles shall become and remain the property
of the Lessor, except that any addition to any Lease Vehicle made by any Lessee shall remain the property of such Lessee if such
addition can be disconnected from such Lease Vehicle without impairing the functioning of such Lease Vehicle or its resale value,
excluding such addition.


 


5.1.2.       
Insurance. Each Lessee represents that it is and at all times hereunder shall remain
a self-insurer, or will provide insurance, in accordance with all applicable state law requirements and agrees to maintain or cause
to be maintained insurance/self-insurance coverage in force as follows:


 


(i)                
Comprehensive Public Liability, Property Damage, and Catastrophic Physical Damage.
Comprehensive public liability and property damage protection in respect of the possession, condition, maintenance, operation and
use of the Lease Vehicles, in the amount required to meet the minimum financial responsibility requirements mandated by applicable
state law for each occurrence, and catastrophic physical damage insurance, in an amount not less than $50,000,000. Catastrophic
physical damage insurance shall name the Collateral Agent as loss payee as its interests may appear.


 


(ii)              
Delivery of Certificate of Insurance. Each Lessee shall, from time to time upon the
Lessor’s or the Trustee’s reasonable request, deliver to the Lessor and the Trustee copies of documentation evidencing
all insurance required by this Section 5.1.2 that is then in effect. Any insurance, as opposed to self-insurance, obtained
by the Lessee shall be obtained from a Qualified Insurer only.


 


5.1.3.       
Ordering and Delivery Expenses. Each Lessee shall be responsible for the payment
of all ordering and delivery expenses as set forth in Section 4.10.


 


5.1.4.       
Fees; Traffic Summonses; Penalties and Fines. With respect to any Lessee and the
Lease Vehicles leased by such Lessee hereunder, such Lessee shall be responsible for the payment of all registration fees, title
fees, license fees or other similar governmental fees and taxes (including the cost of any recording or registration fees or other
similar governmental charges with respect to the notation on the Certificates of Title of the Lease Vehicles of the interest of
the Collateral Agent), all costs and expenses in connection with the transfer of title of, or reflection of the interest of any
lienholder in, any Lease Vehicle, traffic summonses, penalties, judgments and fines incurred with respect to any Lease Vehicle
during the Vehicle Term for such Lease Vehicle or imposed during the Vehicle Term for such Lease Vehicle by any Governmental Authority
with respect to such Lease Vehicles in connection with such Lessee’s operation of such Lease Vehicles. The Lessor may, but
is not required to, make any and all payments pursuant to this Section 5.1.4 on behalf of such Lessee, provided that,
such Lessee will reimburse Lessor in full for any and all payments made pursuant to this Section 5.1.4.


 






    12


     


    

 


5.2.            
 Vehicle Use.


 


5.2.1.       
Each Lessee may use Lease Vehicles leased hereunder in connection with its business, including
use by such Lessee’s and its subsidiaries’ employees, directors, officers, agents, representatives and other business
associates in their personal or professional capacities, subject to Sections 6.1 and 9 hereof and Section 9.2 of
the HVIF Base Indenture. Such use shall be confined primarily to the United States, with limited use in Canada and Mexico (which
use will include all normal course movements of Lease Vehicles across borders in connection with customer rentals and following
any such movements until convenient to return such Lease Vehicles to the United States, in each case in the applicable Lessee’s
course of business). Each Lessee agrees to possess, operate and maintain each Lease Vehicle leased to it in a manner consistent
with how such Lessee would possess, operate and maintain such Vehicle were such Lessee the beneficial owner of such Lease Vehicle.


 


5.2.2.       
In addition to the foregoing, each Lessee may sublet Lease Vehicles to any of:


 


		(A)	any Person(s), so long as (i) the sublease of such Lease Vehicles
satisfies the Non-Franchisee Third Party Sublease Contractual Criteria, (ii) the prior written consent of each Controlling Party
shall have been obtained with respect to such sublease, (iii) the Lease Vehicles being subleased are being used in connection
with such Person(s)’ business and (iv) the aggregate Net Book Value of the Lease Vehicles being subleased at any one time
pursuant to this Section 5.2.2(A) is less than ten (10) percent of the aggregate Net Book Value of all Lease Vehicles being
leased under this Agreement at such time;



 


		(B)	any franchisee of any Affiliate of any Lessee (and which franchisee,
for the avoidance of doubt, may be an Affiliate of any Lessee), so long as (i) the prior written consent of each Controlling Party
has been obtained with respect to such sublease, (ii) the sublease of such Lease Vehicles satisfies the Franchisee Sublease Contractual
Criteria, (iii) such franchisee meets the normal credit and other approval criteria for franchises of such Affiliate and (iv) the
aggregate Net Book Value of the Lease Vehicles being subleased pursuant to Section 5.2.2(A) and this Section 5.2.2(B)
at any one time is less than twenty-five (25) percent of the aggregate Net Book Value of all Lease Vehicles being leased under
this Agreement at such time; and



 


		(C)	any Affiliate of any Lessee, so long as (i) the sublease of such
Lease Vehicles to such Affiliate states in writing that it is subject to the terms and conditions of this Agreement and is subordinate
in all respects to this Agreement and (ii) the Lease Vehicles being so subleased are being used in connection with such Affiliate’s
business, including use by such Affiliate’s and its subsidiaries’ employees, directors, officers, agents, representatives
and other business associates in their personal or professional capacities.



 


With
respect to any Lease Vehicles subleased pursuant to this Section 5.2.2 that meet the conditions of both the preceding clauses
(A) and (B), as of any date of determination, the Servicer will determine which such Lease Vehicles shall count to
the calculation of the percentage of aggregate Net Book Value in which of the preceding clauses (A) or (B) as
of such date; provided that, no such individual Lease Vehicle shall count towards the calculation of the percentage of
aggregate Net Book Value with respect to both clauses (A) and (B) as of such date.


 






    13


     


    

 


On the first
day of each calendar month, each Lessee shall deliver to the Servicer a list identifying each Lease Vehicle subleased by such Lessee
pursuant to the preceding clause (A) or (B) and the sublessee of each such Lease Vehicle, in each case, as of the
last day of the immediately preceding calendar month, each of which deliveries may be satisfied by the applicable Lessee posting
such list to a password protected website made available to the Servicer or by any other reasonable means of electronic transmission
(including by e-mail, file transfer protocol or otherwise) and may be so delivered directly by the applicable Lessee or on its
behalf by any agent or designee of such Lessee.


 


On the first
day of each calendar month, each Lessee shall deliver to the Servicer a list identifying each Lease Vehicle subleased by such Lessee
pursuant to the preceding clause (C) and the sublessee of each such Lease Vehicle, in each case, as of the last day of the
immediately preceding calendar month, each of which deliveries will be satisfied by the Servicer having actual knowledge of each
such subleased Lease Vehicle and the related sublessee to whom such Lease Vehicle was then being subleased.


 


The sublease
of any Lease Vehicles permitted by this Section 5 shall not release any Lessee from any obligations under this Agreement.


 


5.3.            
Non-Disturbance. With respect to any Lessee, so long as such Lessee satisfies
its obligations hereunder, its quiet enjoyment, possession and use of the Lease Vehicles will not be disturbed during the Term
subject, however, to Sections 6.1 and 9 hereof and except that the Lessor and the Trustee each retains the right, but not
the duty, to inspect the Lease Vehicles leased by such Lessee without disturbing such Lessee’s business.


 


5.4.            
Manufacturer’s Warranties. If a Lease Vehicle is covered by a HVIF Manufacturer’s
warranty, the Lessee, during the Vehicle Term for such Lease Vehicle, shall have the right to make any claims under such warranty
that the Lessor could make.


 


5.5.            
HVIF Program Vehicle Condition Notices. Upon the occurrence of any event or
condition with respect to any Lease Vehicle that is then designated as a HVIF Program Vehicle that would reasonably be expected
to result in a redesignation of such Lease Vehicle pursuant to Section 2.5(a)(ii), the Lessee of such Lease Vehicle shall
notify the Lessor and the Servicer of such event or condition in the normal course of operations.


 


6.                  
SERVICER FUNCTIONS AND COMPENSATION.


 


6.1.            
Servicer Functions with Respect to Lease Vehicle Returns, Disposition and Invoicing.


 


(a)               
With respect to any Lease Vehicle returned by any Lessee pursuant to Section 2.4, the
Servicer shall direct such Lessee as to the return location with respect to such Lease Vehicle. The Servicer shall act as the Lessor’s
agent in returning or otherwise disposing of each Lease Vehicle on the Vehicle Operating Lease Expiration Date with respect to
such Lease Vehicle, in each case in accordance with the Servicing Standard.


 


(b)                Upon
the Servicer’s receipt of any HVIF Program Vehicle returned by any Lessee pursuant to Section 2.4, the Servicer
shall return such HVIF Program Vehicle to the nearest related HVIF Manufacturer official auction or other facility designated
by such HVIF Manufacturer at the sole expense of the Lessee thereof unless paid or payable by the Manufacturer thereof in
accordance with the terms of the related HVIF Manufacturer Program.


 






    14


     


    

 


(c)               
With respect to any Lease Vehicle that is (i) a HVIF Non-Program Vehicle and is returned
to or at the direction of the Servicer pursuant to Section 2.4 or (ii) becomes a Rejected Vehicle, the Servicer shall arrange
for the disposition of such Lease Vehicle in accordance with the Servicing Standard.


 


(d)               
In connection with the disposition of any Lease Vehicle that is a HVIF Program Vehicle,
the Servicer shall comply with the Servicing Standard in connection with, among other things, the delivery of Certificates of Title
and documents of transfer signed as necessary, signed condition reports and signed odometer statements to be submitted with such
HVIF Program Vehicles returned to a Manufacturer pursuant to Section 2.4 and accepted by or on behalf of the Manufacturer
at the time of such HVIF Program Vehicle’s return.


 


(e)               
With respect to each Payment Date, each Lessee and the Lease Vehicles leased by each such
Lessee hereunder, the Servicer shall calculate all Depreciation Charges, Rent, Casualty Payment Amounts, Program Vehicle Special
Default Payment Amounts, Non-Program Vehicle Special Default Payment Amounts, Early Program Return Payment Amounts, Redesignation
to Non-Program Amounts, Redesignation to Program Amounts, Program Vehicle Depreciation Assumption True-Up Amounts, Pre-VOLCD Program
Vehicle Depreciation Amounts, Capitalized Costs, Accumulated Depreciation and Net Book Values. With respect to each Payment Date,
the Servicer shall aggregate each Lessee’s Rent due on all Lease Vehicles leased by such Lessee, together with any other
amounts due to the Lessor from such Lessee and any credits owing to such Lessee, and provide to the Lessor and such Lessee a monthly
statement of the total amount, in a form reasonably acceptable to the Lessor, no later than the Determination Date with respect
to such Payment Date.


 


(f)                
Upon the occurrence of an HVIF Liquidation Event, the Servicer shall dispose of any Lease
Vehicles in accordance with the instructions of the Lessor or the Collateral Agent. To the extent the Servicer fails to so dispose
of any such Lease Vehicles, the Lessor and the Collateral Agent shall have the right to otherwise dispose of such Lease Vehicles.


 


6.2.            
Servicing Standard. In addition to the duties enumerated in Section 6.1,
the Servicer agrees to perform each of its obligations hereunder in accordance with the Servicing Standard, unless otherwise stated.


 


6.3.            
Servicer Acknowledgment. The parties to this Agreement acknowledge and agree
that Hertz acts as Servicer of the Lessor pursuant to this Agreement, and, in such capacity, as the agent of the Lessor, for purposes
of performing certain duties of the Lessor under this Agreement and the Related Documents.


 


6.4.            
Servicer’s Monthly Fee. As compensation for the Servicer’s performance
of its duties, the Lessor shall pay to or at the direction of the Servicer on each Payment Date (i) a fee (the “Monthly
Servicing Fee”) equal to 0.50% per annum, payable at one-twelfth the annual rate, on the outstanding Net Book Value of
the Lease Vehicles as of the last day of the Related Month with respect to such Payment Date and (ii) the reasonable costs and
expenses of the Servicer incurred by it during the Related Month as a result of arranging for the sale of Lease Vehicles returned
to the Lessor in accordance with Section 2.4(a); provided, however, that such costs and expenses shall only
be payable to or at the direction of the Servicer to the extent of any excess of the sale price received by or on behalf of the
Lessor for any such Lease Vehicle over the Net Book Value thereof.


 


6.5.             Sub-Servicers.
The Servicer may delegate to any Affiliate of the Servicer (each such delegee, in such capacity, a
 “Sub-Servicer”) the performance of the Servicer’s obligations as Servicer pursuant to this Agreement
(but the Servicer shall remain fully liable for its obligations under this Agreement).


 






    15


     


    

 


7.                  
CERTAIN REPRESENTATIONS AND WARRANTIES. Each of Hertz and DTG, as Lessees, represents
and warrants to the Lessor and the Trustee that as of the HVIF Closing Date, and as of each Vehicle Operating Lease Commencement
Date applicable to such Lessee, and each Additional Lessee represents and warrants to the Lessor and the Trustee that as of the
Joinder Date with respect to such Additional Lessee, as of each Vehicle Operating Lease Commencement Date applicable to such Additional
Lessee occurring on or after such Joinder Date:


 


7.1.            
Organization; Power; Qualification. Such Lessee has been duly formed and is
validly existing as a corporation, partnership, limited liability company or trust in good standing under the laws of its jurisdiction
of organization, with corporate power under the laws of such jurisdiction to execute and deliver this Agreement and the other Related
Documents to which it is a party and to perform its obligations hereunder and thereunder, and is duly qualified and in good standing
to do business as a foreign corporation (or other entity, as applicable) in each jurisdiction where the character of its properties
or the nature of its business makes such qualification necessary and where the failure to be so qualified and in good standing
would reasonably be expected to result in a Lease Material Adverse Effect.


 


7.2.            
Authorization; Enforceability. Each of this Agreement and the other Related
Documents to which it is a party has been duly authorized, executed and delivered on behalf of such Lessee and, assuming due authorization,
execution and delivery by the other parties hereto or thereto, is a valid and legally binding agreement of such Lessee enforceable
against such Lessee 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 or by an implied covenant of good faith and fair dealing).


 


7.3.            
Compliance. The execution, delivery and performance by such Lessee of this
Agreement and the Related Documents to which it is a party 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 such Lessee pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement, guarantee,
lease financing agreement or other similar agreement or instrument under which such Lessee is a debtor or guarantor (except to
the extent that such conflict, breach, creation or imposition is not reasonably likely to have a Lease 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 Lease Material Adverse Effect) or of the provisions of the certificate of incorporation
or the by-laws of the Lessee.


 


7.4.            
Governmental Approvals. There is no consent, approval, authorization, order,
registration or qualification of or with any Governmental Authority having jurisdiction over such Lessee which is required for
the execution, delivery and performance of this Agreement or the Related Documents (other than such consents, approvals, authorizations,
orders, registrations or qualifications as have been obtained or made), except to the extent that the failure to so obtain or effect
any such consent, approval, authorization, order, registration or qualification is not reasonably likely to result in a Lease Material
Adverse Effect.


 


7.5.            
Eligible Vehicles. Each Lease Vehicle is or will be, as the case may be, on the applicable Vehicle Operating Lease
Commencement Date, a HVIF Eligible Vehicle.


 


7.6.             Investment
Company Act. Such Lessee is not an “investment company” or a company “controlled” by an
 “investment company” within the meaning of the Investment Company Act of 1940, as amended (the
 “Act”), and such Lessee is not subject to any other statute which would impair or restrict its ability to
perform its obligations under this Agreement or the other Related Documents, and neither the entering into or performance by
such Lessee of this Agreement violates any provision of such Act.


 






    16


     


    

 


7.7.            
Supplemental Documents True and Correct. All information contained in any
material HVIF Supplemental Document that has been submitted, or that may hereafter be submitted by such Lessee to the Lessor is,
or will be, true, correct and complete in all material respects.


 


7.8.            
ERISA. Except as would not be reasonably likely to result in a Lease Material
Adverse Effect, (a) Lessee is in compliance with all applicable provisions and requirements of all applicable laws, rules and regulations
with respect to each Employee Benefit Plan, and has performed all of its obligations under each Employee Benefit Plan; (b) no liability
to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established
under Title IV of ERISA has been or is expected to be incurred by the Lessee or its ERISA Affiliates; and (c) no ERISA Event
has occurred or is reasonably expected to occur.


 


8.                  
CERTAIN AFFIRMATIVE COVENANTS. Until the expiration or termination of this Agreement,
and thereafter until the obligations of each Lessee under this Agreement and the Related Documents are satisfied in full, each
Lessee covenants and agrees that, unless at any time the Lessor and the Trustee (acting pursuant to a direction by the Controlling
Party) shall otherwise expressly consent in writing, it will:


 


8.1.            
Corporate Existence; Foreign Qualification. Do and cause to be done at all
times all things necessary to (i) maintain and preserve its corporate, partnership, limited liability or trust existence; (ii)
be, and ensure that it is, duly qualified to do business and in good standing as a foreign entity in each jurisdiction where the
character of its properties or the nature of its business makes such qualification necessary and where the failure to so qualify
would be reasonably expected to result in a Lease Material Adverse Effect; and (iii) comply with all Contractual Obligations and
Requirements of Law binding upon it, except to the extent that the failure to comply therewith would not, in the aggregate, be
reasonably expected to result in a Lease Material Adverse Effect.


 


8.2.            
Books, Records, Inspections and Access to Information.


 


(a)               
Maintain complete and accurate books and records with respect to the Lease Vehicles leased
by it under this Agreement and the other HVIF Collateral;


 


(b)               
At any time and from time to time during regular business hours, upon reasonable prior notice
from the Lessor or the Trustee (acting upon the written direction of the HVIF Required Noteholders with respect to any HVIF Series
of Notes), permit the Lessor or the Trustee (or such other person who may be designated from time to time by the Lessor or the
Trustee) to examine and make copies of such books, records and documents in the possession or under the control of such Lessee
relating to the Lease Vehicles leased by it under this Agreement and the other HVIF Collateral;


 


(c)               
Permit any of the Lessor, the Trustee (acting upon the written direction of the HVIF Required
Noteholders with respect to any HVIF Series of Notes) or the Collateral Agent (or such other person who may be designated from
time to time by any of the Lessor, the Trustee or the Collateral Agent) to visit the office and properties of such Lessee for the
purpose of examining such materials, and to discuss matters relating to the Lease Vehicles leased by such Lessee under this Agreement
with such Lessee’s independent public accountants or with any of the Authorized Officers of such Lessee having knowledge
of such matters, all at such reasonable times and as often as the Lessor, the Trustee or the Collateral Agent may reasonably request;


 






    17


     


    

 


(d)               
 Upon the request of the Lessor or the Trustee (acting upon the written direction of the
HVIF Required Noteholders with respect to any HVIF Series of HVIF Notes) from time to time, make reasonable efforts (but not disrupt
the ongoing normal course rental of Lease Vehicles to customers) to confirm to the Lessor and/or the Trustee the location and mileage
(as recorded in the Servicer’s computer systems) of each Lease Vehicle leased by such Lessee hereunder and to make available
for the Lessor’s and/or the Trustee’s inspection within a reasonable time period such Lease Vehicle at the location
where such Lease Vehicle is then domiciled; and


 


(e)               
During normal business hours and with prior notice of at least three (3) Business Days,
make its records pertaining to the Lease Vehicles leased by such Lessee hereunder available to the Lessor or the Trustee (acting
upon the written direction of the HVIF Required Noteholders with respect to any HVIF Series of Notes) for inspection at the location
or locations where such Lessee’s records are normally domiciled;


 


provided that, in each case, the
Lessor agrees that it will not disclose any information obtained pursuant to this Section 8.2 that is not otherwise publicly
available without the prior approval of such Lessee, except that the Lessor may disclose such information (x) to its officers,
employees, attorneys and advisors, in each case on a confidential and need-to-know basis, and (y) as required by applicable law
or compulsory legal process.


 


8.3.            
ERISA. Comply with all applicable provisions and requirements of all applicable
laws, rules and regulations with respect to each Employee Benefit Plan, and perform all its obligations under each Employee Benefit
Plan, except to the extent that the failure to so comply or perform would not, in the aggregate, be reasonably expected to result
in a Lease Material Adverse Effect.


 


8.4.            
Merger. Not merge or consolidate with or into any other Person unless (i)
a Lessee is the surviving entity of such merger or consolidation or (ii) the surviving entity of such merger or consolidation expressly
assumes such Lessee’s obligations under this Agreement.


 


8.5.            
Reporting Requirements. Furnish, or cause to be furnished to the Lessor and
the Trustee:


 


(i)                
for so long as Hertz is not a “reporting company” (within the meaning of the
Exchange Act and the rules of the SEC promulgated thereunder), within 120 days after the end of each of Hertz’s fiscal years,
information equivalent to that which would be required to be included in the financial statements contained in an Annual Report
on Form 10-K if Hertz were a reporting company, including consolidated financial statements consisting of a balance sheet of Hertz
and its consolidated subsidiaries as at the end of such fiscal year and statements of income, stockholders’ equity and cash
flows of Hertz and its consolidated subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures
for the preceding fiscal year (if applicable), certified by and containing an opinion, unqualified as to scope, of a firm of independent
certified public accountants of nationally recognized standing selected by Hertz and acceptable to the Lessor and the Controlling
Party;


 


(ii)               for
so long as Hertz is not a “reporting company” (within the meaning of the Exchange Act and the rules of the SEC
promulgated thereunder), within sixty (60) days after the end of each of the first three (3) quarters of each of
Hertz’s fiscal years, information equivalent to that which would be required to be included in the financial statements
contained in a Quarterly Report filed on Form 10-Q if Hertz were a reporting company, including (x) financial statements
consisting of consolidated balance sheets of Hertz and its consolidated subsidiaries as at the end of such quarter and
statements of income, stockholders’ equity and cash flows of Hertz and its consolidated subsidiaries for each such
quarter, setting forth in comparative form the corresponding figures for the corresponding periods of the preceding fiscal
year (if applicable), all in reasonable detail and certified (subject to normal year-end audit adjustments) by a senior
financial officer of Hertz as having been prepared in accordance with GAAP; and


 






    18


     


    

 


(iii)            
promptly after becoming aware thereof, (a) notice of the occurrence of any HVIF Potential
Operating Lease Event of Default or HVIF Operating Lease Event of Default, together with a written statement of an Authorized Officer
of such Lessee describing such event and the action that such Lessee proposes to take with respect thereto, (b) notice of
any HVIF Amortization Event and (c) notice of the occurrence of any ERISA Event which would be reasonably be expected to
have a Lease Material Adverse Effect, specifying the nature thereof, what action the Lessee or its ERISA Affiliates has taken,
is taking or proposes to take with respect thereto and, when known, any action taken or threatened in writing by the Internal Revenue
Service, the Department of Labor or the PBGC with respect thereto.


 


The financial
data that shall be delivered to the Lessor and the Trustee pursuant to this Section 8.5 shall be prepared in conformity
with GAAP.


 


Notwithstanding
the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not
reasonably available on a timely basis as a result of such Lessee’s accountants not being “independent” (as defined
pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), such Lessee may, in lieu of making such filing
or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an
alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar
to such required audited or reviewed financial statements or information, provided that such Lessee shall in any event be
required to make or cause to be made such filing and so transmit or make available such audited or reviewed financial statements
or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding
provisions of this Section 8.5.


 


Documents,
reports, notices or other information required to be furnished or delivered pursuant to this Section 8.5 may be delivered
electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which any Lessee posts such documents,
or provides a link thereto on Hertz’s or any Parent’s website (or such other website address as any Lessee may specify
by written notice to the Lessor and the Trustee from time to time) or (ii) on which such documents are posted on Hertz’s
or any Parent’s behalf on an internet or intranet website to which the Lessor and the Trustee have access (whether a commercial,
government or third-party website or whether sponsored by or on behalf of the Trustee).


 


9.                  
DEFAULT AND REMEDIES THEREFOR.


 


9.1.            
Events of Default. Any one or more of the following will constitute an event
of default (a “HVIF Operating Lease Event of Default”) as that term is used herein:


 


9.1.1.       
there occurs a default in the payment of any Rent or other amount payable by any Lessee
under this Agreement that continues for a period of five (5) consecutive Business Days;


 


9.1.2.       
any unauthorized assignment or transfer of this Agreement by any Lessee occurs;


 


9.1.3.       
the failure of any Lessee to observe or perform any other covenant, condition, agreement
or provision hereof, including, but not limited to, usage, and maintenance that in any such case has a Lease Material Adverse Effect,
and such default continues for more than thirty (30) consecutive days after the earlier of the date written notice thereof is delivered
by the Lessor or the Trustee to such Lessee or the date an Authorized Officer of such Lessee obtains actual knowledge thereof;


 






    19


     


    

 


9.1.4.       
 if (i) any representation or warranty made by any Lessee herein is inaccurate or incorrect
or is breached or is false or misleading as of the date of the making thereof or any schedule, certificate, financial statement,
report, notice, or other writing furnished by or on behalf of any Lessee to the Lessor or the Trustee is false or misleading on
the date as of which the facts therein set forth are stated or certified, (ii) such inaccuracy, breach or falsehood has a Lease
Material Adverse Effect with respect to the Lessor, and (iii) the circumstance or condition in respect of which such representation,
warranty or writing was inaccurate, incorrect, breached, false or misleading, as the case may be, shall not have been eliminated
or otherwise cured for thirty (30) consecutive days after the earlier of (x) the date of the receipt of written notice thereof
from the Lessor or the Trustee to the applicable Lessee and (y) the date an Authorized Officer of the applicable Lessee learns
of such circumstance or condition;


 


9.1.5.       
after the Emergence Date, any of (i) an Event of Bankruptcy occurs with respect to the Guarantor;
(ii) an Event of Bankruptcy (excluding clause (a) of the definition of Event of Bankruptcy) occurs with respect to any Lessee and
continues for at least ten (10) consecutive Business Days; or (iii) an Event of Bankruptcy occurs (excluding clauses (b) and (c)
of the definition of Event of Bankruptcy) with respect to any Lessee;


 


9.1.6.       
this Agreement or any portion thereof ceases to be in full force and effect (other than
in accordance with its terms or as otherwise expressly permitted in the Related Documents) or a proceeding shall be commenced by
any Lessee to establish the invalidity or unenforceability of this Agreement, in each case other than with respect to any Lessee
that at such time is not leasing any Lease Vehicles hereunder;


 


9.1.7.       
on and after the HVIF Closing Date to but excluding the Emergence Date, any Amortization Event specified in Sections 7.1(n)
through (t) of the Series 2020-1 Supplement;


 


9.1.8.       
a Servicer Default occurs; or


 


9.1.9.       
an HVIF Liquidation Event occurs with respect to all HVIF Notes.


 


For the avoidance of doubt, with respect
to any HVIF Potential Operating Lease Event of Default or HVIF Operating Lease Event of Default, if the event or condition giving
rise (directly or indirectly) to such HVIF Potential Operating Lease Event of Default or HVIF Operating Lease Event of Default,
as applicable, ceases to be continuing (through cure, waiver or otherwise), then such HVIF Potential Operating Lease Event of Default
or HVIF Operating Lease Event of Default, as applicable, will cease to exist and will be deemed to have been cured for every purpose
hereunder.


 


9.2.            
Effect of Operating Lease Event of Default. If any HVIF Operating Lease Event
of Default set forth in Sections 9.1.1, 9.1.2, 9.1.5, 9.1.6, 9.1.7, 9.1.8 or 9.1.9
shall occur and be continuing, the Lessee’s right of possession with respect to any Lease Vehicles leased hereunder shall
be subject to the Lessor’s option to terminate such right as set forth in Sections 9.3 and 9.4.


 


9.3.            
Rights of Lessor Upon Operating Lease Event of Default.


 


9.3.1.       
If a HVIF Operating Lease Event of Default shall occur and be continuing, then the Lessor
may proceed by appropriate court action or actions, either at law or in equity, to enforce performance by any Lessee of the applicable
covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 9.5.



 






    20


     


    





 


9.3.2.        If
any HVIF Operating Lease Event of Default set forth in Sections 9.1.1, 9.1.2, 9.1.5, 9.1.6, 9.1.7, 9.1.8
or 9.1.9 shall occur and be continuing, then (i) the Lessor shall have the right, either acting on its own behalf or
through the Back-Up Disposition Agent, (a) to terminate any Lessee’s rights of possession hereunder of all or a portion
of the Lease Vehicles leased hereunder by such Lessee, (b) to take possession of all or a portion of the Lease Vehicles
leased by any Lessee hereunder, (c) to peaceably enter upon the premises of any Lessee or other premises where Lease Vehicles
may be located and take possession of all or a portion of the Lease Vehicles and thenceforth hold, possess and enjoy the same
free from any right of any Lessee, or its successors or assigns, and to use such Lease Vehicles for any purpose whatsoever
and (d) to direct delivery by the Servicer of the Certificates of Title for all or a portion of the Lease Vehicles and (ii)
the Lessees, at the request of the Lessor or the Trustee acting at the direction of the HVIF Requisite Investors, shall
return or cause to be returned all Lease Vehicles to the Lessor, the Back-Up Disposition Agent or the Trustee as the case may
be; provided that, the Trustee’s exercise of remedies shall be subject to Section 9.4(e).


 


9.3.3.       
Each and every power and remedy hereby specifically given to the Lessor will be in addition
to every other power and remedy hereby specifically given or now or hereafter existing at law, in equity or in bankruptcy and each
and every power and remedy may be exercised from time to time and simultaneously and as often and in such order as may be deemed
expedient by the Lessor; provided, however, that the measure of damages recoverable against such Lessee will in any
case be calculated in accordance with Section 9.5. All such powers and remedies will be cumulative, and the exercise of
one will not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Lessor in the exercise
of any such power or remedy and no renewal or extension of any payments due hereunder will impair any such power or remedy or will
be construed to be a waiver of any default or any acquiescence therein; provided that, for the avoidance of doubt, any exercise
of any such right or power shall remain subject to each condition expressly specified in any Related Document with respect to such
exercise. Any extension of time for payment hereunder or other indulgence duly granted to any Lessee will not otherwise alter or
affect the Lessor’s rights or the obligations hereunder of such Lessee. The Lessor’s acceptance of any payment after
it will have become due hereunder will not be deemed to alter or affect the Lessor’s rights hereunder with respect to any
subsequent payments or defaults therein.


 


9.4.            
HVIF Liquidation Event and Non-Performance of Certain Covenants.


 


(a)               
Subject to Section 9.4(e), if an HVIF Liquidation Event shall have occurred and be
continuing, the Trustee shall have the rights (including acting through the Back-Up Disposition Agent) against each Lessee and
the HVIF Collateral provided in the HVIF Base Indenture, the HVIF Series Supplements and the Collateral Agency Agreement upon an
HVIF Liquidation Event, including, in each case, the right (i) to terminate any Lessee’s rights of possession hereunder of
all or a portion of the Lease Vehicles leased hereunder by such Lessee, (ii) to take possession of all or a portion of the Lease
Vehicles leased by any Lessee hereunder, (iii) to peaceably enter upon the premises of any Lessee or other premises where Lease
Vehicles may be located and take possession of all or a portion of the Lease Vehicles and thenceforth hold, possess and enjoy the
same free from any right of any Lessee, or its successors or assigns, and to use such Lease Vehicles for any purpose whatsoever
and (iv) to direct delivery by the Servicer of the Certificates of Title for all or a portion of the Lease Vehicles.


 


(b)               
Subject to Section 9.4(e), during the continuance of an HVIF Liquidation Event, the
Servicer shall return any or all Lease Vehicles that are HVIF Program Vehicles to the related Manufacturers in accordance with
the instructions of the Lessor. To the extent any Manufacturer fails to accept any such HVIF Program Vehicles under the terms of
the applicable HVIF Manufacturer Program, the Lessor shall have the right to otherwise dispose of such HVIF Program Vehicles and
to direct the Servicer to dispose of such HVIF Program Vehicles in accordance with its instructions.


 


(c)               
Notwithstanding the exercise of any rights or remedies pursuant to this Section 9.4,
the Lessor will, nevertheless, have a right to recover from such Lessee any and all amounts (for the avoidance of doubt, as limited
by Section 9.5) as may be then due.


 






    21


     


    

 


(d)               
 In addition, following the occurrence of an HVIF Liquidation Event, the Lessor shall have
all of the rights, remedies, powers, privileges and claims vis-a-vis each Lessee, necessary or desirable to allow the Trustee to
exercise the rights, remedies, powers, privileges and claims given to the Trustee pursuant to Section 9.2 of the HVIF Base Indenture,
and each Lessee acknowledges that it has hereby granted to the Lessor all such rights, remedies, powers, privileges and claims
granted by the Lessor to the Trustee pursuant to Article IX of the HVIF Base Indenture and that the Trustee may, but shall not
be obligated to, act (by itself or through the Back-Up Disposition Agent) in lieu of the Lessor in the exercise of all such rights,
remedies, powers, privileges and claims.


 


(e)               
The Trustee or the Back-Up Disposition Agent may only take possession of or exercise any
of the rights or remedies specified in this Agreement, with respect to such number of Lease Vehicles necessary to generate disposition
proceeds in an aggregate amount sufficient to pay each HVIF Series of Notes with respect to which an HVIF Liquidation Event is
then continuing as set forth in the related HVIF Series Supplement, taking into account the receipt of proceeds of all other vehicles
being disposed of that have been pledged to secure such HVIF Series of Notes.


 


9.5.            
Measure of Damages. If a HVIF Operating Lease Event of Default or HVIF Liquidation
Event occurs and the Lessor or the Trustee exercises the remedies granted to the Lessor or the Trustee under this Section 9
or Section 9.2 of the HVIF Base Indenture, the amount that the Lessor shall be permitted to recover from any Lessee as payment
shall be equal to:


 


(i)                
all Rent for each Lease Vehicle leased by such Lessee hereunder to the extent accrued and
unpaid as of the earlier of the date of the return to the Lessor of such Lease Vehicle or disposition by the Servicer of such Lease
Vehicle in accordance with the terms of this Agreement and all other payments payable under this Agreement by such Lessee, accrued
and unpaid as of such date; plus


 


(ii)              
any reasonable out-of-pocket damages and expenses, including reasonable attorneys’
fees and expenses that the Lessor or the Trustee will have sustained by reason of such a HVIF Operating Lease Event of Default
or HVIF Liquidation Event, together with reasonable sums for such attorneys’ fees and such expenses as will be expended or
incurred in the seizure, storage, rental or sale of the Lease Vehicles leased by such Lessee hereunder or in the enforcement of
any right or privilege hereunder or in any consultation or action in such connection, in each case to the extent reasonably attributable
to such Lessee; plus


 


(iii)            
interest from time to time on amounts due from such Lessee and unpaid under this Agreement
at the Reference Rate plus 1.0% computed from the date of such a HVIF Operating Lease Event of Default or HVIF Liquidation
Event or the date payments were originally due to the Lessor by such Lessee under this Agreement or from the date of each expenditure
by the Lessor or the Trustee, as applicable, that is recoverable from such Lessee pursuant to this Section 9, as applicable,
to and including the date payments are made by such Lessee.


 


9.6.            
Servicer Default. Any of the following events will constitute a default of
the Servicer (a “Servicer Default”) as that term is used herein:


 


(i)                
the failure of the Servicer to comply with or perform any provision of this Agreement or
any other Related Document that has a Lease Material Adverse Effect with respect to the Servicer, the Lessor or any Lessee, and
such default continues for more than thirty (30) consecutive days after the earlier of the date written notice is delivered by
the Lessor or the Trustee to the Servicer or the date an Authorized Officer of the Servicer obtains actual knowledge thereof;


 


(ii)              
on and after the HVIF Closing Date to but excluding the Emergence Date, any Amortization Event specified in Sections 7.1(n)
through (t) of the Series 2020-1 Supplement;


 






    22


     


    

 


(iii)            
 after the Emergence Date, an Event of Bankruptcy occurs with respect to the Servicer;


 


(iv)             
the failure of the Servicer to make any payment when due from it hereunder or under any
of the other Related Documents or to deposit any HVIF Collections received by it into a Collateral Account when required under
the Related Documents and, in each case, such failure continues for five (5) consecutive Business Days after the earlier of (a)
the date written notice is delivered by the Lessor or the Trustee to the Servicer or (b) the date an Authorized Officer of the
Servicer obtains actual knowledge thereof, except to the extent that failure to remain in such compliance would not reasonably
be expected to result in a Lease Material Adverse Effect with respect to the Lessor; or


 


(v)               
if (I) any representation or warranty made by the Servicer relating to the HVIF Collateral
in any Related Document is inaccurate or incorrect or is breached or is false or misleading as of the date of the making thereof
or any schedule, certificate, financial statement, report, notice, or other writing relating to the HVIF Collateral furnished by
or on behalf of the Servicer to the Lessor or the Trustee pursuant to any Related Document is false or misleading on the date as
of which the facts therein set forth are stated or certified, (II) such inaccuracy, breach or falsehood has a Lease Material Adverse
Effect with respect to the Lessor, and (III) the circumstance or condition in respect of which such representation, warranty or
writing was inaccurate, incorrect, breached, false or misleading, as the case may be, shall not have been eliminated or otherwise
cured for at least thirty (30) consecutive days after the earlier of (x) the date of the receipt of written notice thereof from
the Lessor or the Trustee to the Servicer and (y) the date an Authorized Officer of the Servicer obtains actual knowledge of such
circumstance or condition.


 


In the event of a Servicer
Default, the Trustee, acting pursuant to Section 8.7(c) of the HVIF Base Indenture, shall have the right to replace the Servicer
as servicer.


 


For the avoidance of
doubt, with respect to any Servicer Default, if the event or condition giving rise (directly or indirectly) to such Servicer Default
ceases to be continuing (through cure, waiver or otherwise), then such Servicer Default will cease to exist and will be deemed
to have been cured for every purpose hereunder.


 


9.7.            
Application of Proceeds. The proceeds of any sale or other disposition pursuant
to Section 9.2 or Section 9.3 shall be applied by the Lessor in its discretion as the Lessor deems appropriate.


 


10.              
CERTIFICATION OF TRADE OR BUSINESS USE. Each Lessee hereby warrants and certifies,
under penalties of perjury, that it intends to use the Lease Vehicles that are subject to this Agreement in connection with its
trade or business.


 


11.              
GUARANTY.


 


11.1.          Guaranty.
In order to induce the Lessor to execute and deliver this Agreement and to lease Lease Vehicles hereunder to the Lessees, and
in consideration thereof, the Guarantor hereby (i) unconditionally and irrevocably guarantees to the Lessor the
obligations of each of the Lessees to make any payments required to be made by them under this Agreement, (ii) agrees to
cause each Lessee to duly and punctually perform and observe all of the terms, conditions, covenants, agreements and
indemnities applicable to such Lessee under this Agreement, and (iii) agrees that, if for any reason whatsoever, any Lessee
fails to so perform and observe such terms, conditions, covenants, agreements and indemnities, the Guarantor will duly and
punctually perform and observe the same (the obligations referred to in clauses (i) through (iii) above are
collectively referred to as the “Guaranteed Obligations”). The liabilities and obligations of the
Guarantor under the guaranty contained in this Section 11 (this “Guaranty”) will be absolute and
unconditional under all circumstances. The Guaranty is a guaranty of payment and not of collection.


 






    23


     


    

 


11.2.         
Scope of Guarantor’s Liability. The Guarantor’s obligations under
this Guaranty are independent of the obligations of the Lessees, any other guarantor or any other Person, and the Lessor may enforce
any of its rights hereunder independently of any other right or remedy that the Lessor may at any time hold with respect to this
Agreement or any security or other guaranty therefor. Without limiting the generality of the foregoing, the Lessor may bring a
separate action against the Guarantor under this Guaranty without first proceeding against any of the Lessees, any other guarantor
or any other Person, or any security held by the Lessor, and regardless of whether the Lessees or any other guarantor or any other
Person is joined in any such action. The Guarantor’s liability under this Guaranty shall at all times remain effective with
respect to the full amount due from the Lessees hereunder. The Lessor’s rights hereunder shall not be exhausted by any action
taken by the Lessor until all Guaranteed Obligations have been fully paid and performed.


 


11.3.         
Lessor’s Right to Amend; Assignment of Lessor’s Rights in Guaranty.
The Guarantor authorizes the Lessor, at any time and from time to time without notice and without affecting the liability of the
Guarantor under this Guaranty, to: (a) accept new or additional instruments, documents, agreements, security or guaranties in connection
with all or any part of the Guaranteed Obligations; (b) accept partial payments on the Guaranteed Obligations; (c) release
any Lessee, any guarantor or any other Person from any personal liability with respect to all or any part of the Guaranteed Obligations;
and (d) assign its rights under this Guaranty in whole or in part to the Collateral Agent and the Trustee.


 


11.4.         
Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of
the following to the fullest extent allowed by law:


 


(a)               
any defense to its obligations under this Guaranty based upon:


 


		1.	the unenforceability or invalidity of any security or other guaranty
for the Guaranteed Obligations or the lack of perfection or failure of priority of any security for the Guaranteed Obligations;



 


		2.	any act or omission of the Lessor or any other Person (other than
a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Lessees or any
other Person or any of the Guaranteed Obligations or any security therefor; provided that, the Guarantor’s liability
in respect of this Guaranty shall be released to the extent the Lessor expressly releases such Lessee or other Person, in a writing
conforming to the requirements of Section 22, from any Guaranteed Obligations; or



 


		3.	any disability or any other defense of any Lessee or any other
Person with respect to the Guaranteed Obligations (other than a defense of payment or performance), whether consensual or arising
by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause;



 


(b)               
any right (whether now or hereafter existing) to require the Lessor, as a condition to the
enforcement of this Guaranty, to:


 


		1.	give notice to the Guarantor of the terms, time and place of any
public or private sale of any security for the Guaranteed Obligations; or



 


		2.	proceed against any Lessee, any other guarantor or any other Person,
or proceed against or exhaust any security for the Guaranteed Obligations;



 






    24


     


    

 


(c)               
presentment, demand, protest and notice of any kind, including without limitation notices
of default and notice of acceptance of this Guaranty;


 


(d)               
all suretyship defenses and rights of every nature otherwise available under New York law
and the laws of any other jurisdiction;


 


(e)               
any right that the Guarantor has or may have to set-off with respect to any right to payment
from any Lessee; and


 


(f)                
all other rights and defenses the assertion or exercise of which would in any way diminish
the liability of the Guarantor under this Guaranty (other than a defense of payment or performance).


 


(g)               
Except as provided in Section 11.7, nothing express or implied in this Guaranty shall
give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent and the Guarantor any benefit or any legal
or equitable right, remedy or claim under this Guaranty.


 


11.5.         
Guarantor to Pay Lessor’s Expenses. The Guarantor agrees to pay to the
Lessor and the Trustee, on demand, all costs and expenses, including reasonable attorneys’ and other professional and paraprofessional
fees, incurred by the Lessor or the Trustee (as applicable) in exercising any right, power or remedy conferred by this Guaranty,
or in the enforcement of this Guaranty, whether or not any action is filed in connection therewith.


 


11.6.         
Reinstatement. This Guaranty shall continue to be effective or be reinstated,
as the case may be, if at any time payment of any of the amounts payable by any Lessee under this Agreement is rescinded or must
otherwise be restored or returned by the Lessor, upon an event of bankruptcy, dissolution, liquidation or reorganization of any
Lessee or the Guarantor or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, any Lessee, the Guarantor, any other guarantor or any other Person, or any substantial part of their respective property,
or otherwise, all as though such payment had not been made.


 


11.7.         
Third-Party Beneficiaries. The Guarantor acknowledges that the Trustee has
accepted the assignment of the Lessor’s rights, powers, privileges and remedies under this Agreement and that the Trustee
(for the benefit of the Trustee and HVIF Noteholders and their respective assigns) shall be a third-party beneficiary under this
Guaranty.


 


12.              
ADDITIONAL LESSEES. Any Affiliate of the Guarantor (each, a “Permitted Lessee”)
shall have the right to become a “Lessee” under and pursuant to the terms of this Agreement by complying with the provisions
of this Section 12. If a Permitted Lessee desires to become a “Lessee” under this Agreement, then the Guarantor
and such Permitted Lessee shall execute (if appropriate) and deliver to the Lessor and the Trustee:


 


12.1.       a
Joinder in Lease Agreement substantially in the form attached hereto as Annex A (each, an “Affiliate Joinder in Lease”);


 


12.2.       the
certificate of incorporation or other organizational documents for such Permitted Lessee, duly certified by the Secretary of State
of the jurisdiction of such Permitted Lessee’s incorporation or formation, together with a copy of the by-laws or other organizational
documents of such Permitted Lessee, duly certified by a Secretary or Assistant Secretary or other Authorized Officer of such Permitted
Lessee;


 


12.3.       copies
of resolutions of the Board of Directors or other authorizing action of such Permitted Lessee authorizing or ratifying the execution,
delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified
by the Secretary or Assistant Secretary or other Authorized Officer of such Permitted Lessee;


 






    25


     


    

 


12.4.       a
certificate of the Secretary or Assistant Secretary or other Authorized Officer of such Permitted Lessee certifying the names of
the individual or individuals authorized to sign the Affiliate Joinder in Lease and any other Related Documents to be executed
by it, together with samples of the true signatures of each such individual;


 


12.5.       a good standing
certificate for such Permitted Lessee in the jurisdiction of its organization;


 


12.6.       an Officer’s
Certificate stating that such joinder by such Permitted Lessee complies with this Section 12 and an opinion of counsel,
which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without
limitation, insolvency laws and principles of equity), stating that(a) all conditions precedent set forth in this Section 12
relating to such joinder by such Permitted Lessee have been complied with and (b) upon the due authorization, execution and delivery
of such Affiliate Joinder in Lease by the parties thereto, such Affiliate Joinder in Lease will be enforceable against such Permitted
Lessee;


 


12.7.       an executed
Grantor Supplement to the Collateral Agency Agreement pursuant to which such Permitted Lessee has granted a security interest in
certain collateral for the benefit of the Lessor and the Collateral Agent for the benefit of the Trustee to secure such Permitted
Lessees obligations hereunder if, notwithstanding the intent of the parties to this Agreement, this Agreement is characterized
by any court of competent jurisdiction as a financing arrangement or as otherwise not constituting a true lease; and


 


12.8.       any additional
documentation that the Lessor or the Trustee may reasonably require to evidence the assumption by such Permitted Lessee of the
obligations and liabilities set forth in this Agreement.


 


Upon satisfaction of the foregoing conditions
and receipt by such Permitted Lessee of the applicable Affiliate Joinder in Lease executed by the Lessor, such Permitted Lessee
shall for all purposes be deemed to be a “Lessee” for purposes of this Agreement (including, without limitation, the
Guaranty which is a part of this Agreement) and shall be entitled to the benefits and subject to the liabilities and obligations
of a Lessee hereunder.


 


13.              
LIENS AND ASSIGNMENTS.


 


13.1.         
Rights of Lessor Assigned to Trustee. Each Lessee acknowledges that the Lessor
has assigned or will assign all of its rights under this Agreement to the Trustee pursuant to the HVIF Base Indenture. Accordingly,
each Lessee agrees that:


 


(i)                
subject to the terms of the HVIF Base Indenture, the Trustee (and the Back-Up Disposition
Agent acting on its behalf) shall have all the rights, powers, privileges and remedies of the Lessor hereunder (including, but
not limited to, the rights of the Guaranty under Section 11.1 herein), and such Lessee’s obligations hereunder (including
the payment of Rent and all other amounts payable hereunder) shall not be subject to any claim or defense that such Lessee may
have against the Lessor (other than the defense of payment actually made) and shall be absolute and unconditional and shall not
be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever. Specifically, each Lessee
agrees that, upon the occurrence of a HVIF Operating Lease Event of Default or HVIF Liquidation Event, the Trustee (and the Back-Up
Disposition Agent acting on its behalf) may exercise (for and on behalf of the Lessor) any right or remedy against such Lessee
provided for herein and such Lessee will not interpose as a defense that such claim should have been asserted by the Lessor;


 






    26


     


    

 


(ii)              
 upon the delivery by the Trustee of any notice to such Lessee stating that a HVIF Operating
Lease Event of Default or an HVIF Liquidation Event has occurred, such Lessee will, if so requested by the Trustee, treat the Trustee
for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted
by the Trustee, as the Lessor hereunder, irrespective of whether such Lessee has received any such notice from the Lessor; and


 


(iii)            
such Lessee acknowledges that pursuant to this Agreement it has agreed to make all payments
of Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the HVIF Collection Account.


 


13.2.         
Right of the Lessor to Assign this Agreement. The Lessor shall have the right
to finance the acquisition and ownership of Lease Vehicles by selling or assigning its right, title and interest in this Agreement,
including, without limitation, in moneys due from any Lessee and any third party under this Agreement, to the Trustee for the benefit
of the HVIF Noteholders; provided, however, that any such sale or assignment shall be subject to the rights and interest
of the Lessees in the Lease Vehicles, including but not limited to the Lessees’ right of quiet and peaceful possession of
such Lease Vehicles as set forth in Section 5.3 hereof, and under this Agreement.


 


13.3.         
Limitations on the Right of the Lessees to Assign this Agreement. No Lessee
shall assign this Agreement or any of its rights hereunder to any other party; provided, however, that (i) each Lessee
may rent the Lease Vehicles leased by such Lessee hereunder in connection with its business and may use and sublease Lease Vehicles
pursuant to Section 5.2 and (ii) each Lessee may delegate to one or more of its Affiliates the performance of any of such
Lessee’s obligations as Lessee hereunder (but such Lessee shall remain fully liable for its obligations hereunder). Any purported
assignment in violation of this Section 13.3 shall be void and of no force or effect. Nothing contained herein shall be
deemed to restrict the right of any Lessee to acquire or dispose of, by purchase, lease, financing, or otherwise, motor vehicles
that are not subject to the provisions of this Agreement.


 


13.4.         
Liens. The Lessor may grant security interests in the Lease Vehicles leased
by any Lessee hereunder without consent of any Lessee or the Guarantor. Except for Permitted Liens, each Lessee shall keep all
Lease Vehicles free of all Liens arising during the Term. If on the Vehicle Operating Lease Expiration Date for any Lease Vehicle,
there is a Lien on such Lease Vehicle, the Lessor may, in its discretion, remove such Lien and any sum of money that may be paid
by the Lessor in release or discharge thereof, including reasonable attorneys’ fees and costs, will be paid by the Lessee
of such Lease Vehicle upon demand by the Lessor.


 






    27


     


    

 


14.              
 NON-LIABILITY OF LESSOR. AS BETWEEN THE LESSOR AND EACH LESSEE, ACCEPTANCE FOR LEASE
OF EACH LEASE VEHICLE PURSUANT TO SECTION 2.1(d) SHALL CONSTITUTE SUCH LESSEE’S
ACKNOWLEDGMENT AND AGREEMENT THAT THE LESSEE HAS FULLY INSPECTED SUCH LEASE VEHICLE, THAT SUCH LEASE VEHICLE IS IN GOOD ORDER
AND CONDITION AND IS OF THE MANUFACTURE, DESIGN, SPECIFICATIONS AND CAPACITY SELECTED BY SUCH LESSEE, THAT SUCH LESSEE IS SATISFIED
THAT THE SAME IS SUITABLE FOR THIS USE. EACH LESSEE ACKNOWLEDGES THAT THE LESSOR IS NOT A MANUFACTURER OR AGENT THEREOF OR PRIMARILY
ENGAGED IN THE SALE OR DISTRIBUTION OF LEASE VEHICLES. EACH LESSEE ACKNOWLEDGES THAT THE LESSOR MAKES NO REPRESENTATION, WARRANTY
OR COVENANT, EXPRESS OR IMPLIED IN ANY SUCH CASE, AS TO THE FITNESS, SAFENESS, DESIGN, MERCHANTABILITY, CONDITION, QUALITY, DURABILITY,
SUITABILITY, CAPACITY OR WORKMANSHIP OF THE LEASE VEHICLES IN ANY RESPECT OR IN CONNECTION WITH OR FOR ANY PURPOSES OR USES OF
ANY LESSEE AND MAKES NO REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED IN ANY SUCH CASE, THAT THE LEASE VEHICLES WILL
SATISFY THE REQUIREMENTS OF ANY LAW OR ANY CONTRACT SPECIFICATION, AND AS BETWEEN THE LESSOR AND EACH LESSEE, SUCH LESSEE AGREES
TO BEAR ALL SUCH RISKS AT ITS SOLE COST AND EXPENSE. EACH LESSEE SPECIFICALLY WAIVES ALL RIGHTS TO MAKE CLAIMS AGAINST THE LESSOR
AND ANY LEASE VEHICLE FOR BREACH OF ANY WARRANTY OF ANY KIND WHATSOEVER, AND EACH LESSEE LEASES EACH LEASE VEHICLES “AS
IS.” UPON THE LESSOR’S ACQUISITION OF ANY LEASE VEHICLE IDENTIFIED ON ANY LEASE VEHICLE ACQUISITION SCHEDULE, LESSOR
SHALL IN NO WAY BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES OR INCONVENIENCE RESULTING FROM ANY DEFECT IN OR LOSS, THEFT, DAMAGE
OR DESTRUCTION OF ANY LEASE VEHICLE OR OF THE CARGO OR CONTENTS THEREOF OR THE TIME CONSUMED IN RECOVERY REPAIRING, ADJUSTING,
SERVICING OR REPLACING THE SAME AND THERE SHALL BE NO ABATEMENT OR APPORTIONMENT OF RENTAL AT SUCH TIME. THE LESSOR SHALL NOT
BE LIABLE FOR ANY FAILURE TO PERFORM ANY PROVISION HEREOF RESULTING FROM FIRE OR OTHER CASUALTY, NATURAL DISASTER, RIOT OR OTHER
CIVIL UNREST, WAR, TERRORISM, STRIKE OR OTHER LABOR DIFFICULTY, GOVERNMENTAL REGULATION OR RESTRICTION, OR ANY CAUSE BEYOND THE
LESSOR’S DIRECT CONTROL. IN NO EVENT SHALL THE LESSOR BE LIABLE FOR ANY INCONVENIENCES, LOSS OF PROFITS OR ANY OTHER SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHATSOEVER OR HOWSOEVER CAUSED (INCLUDING RESULTING FROM ANY DEFECT IN OR ANY THEFT, DAMAGE,
LOSS OR FAILURE OF ANY LEASE VEHICLE).


 


15.              
NO PETITION. Each Lessee and the Servicer hereby covenants and agrees that, prior
to the date that is one year and one day after the payment in full of all of the HVIF Notes, it will not institute against, or
join with, encourage or cooperate with any other Person in instituting against the Lessor or the Nominee, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state
of the United States. In the event that any Lessee or the Servicer takes action in violation of this Section 15, the Lessor
or the Nominee, as the case may be, agrees, for the benefit of the HVIF Noteholders, that it shall file an answer with the bankruptcy
court or otherwise properly contest the filing of such a petition by such Lessee or the Servicer, as the case may be, against it
or the commencement of such action and raise the defense that such Lessee or the Servicer, as the case may be, has agreed in writing
not to take such action and should be estopped and precluded therefrom. The provisions of this Section 15 shall survive
the termination of this Agreement.


 






    28


     


    

 


16.              
 SUBMISSION TO JURISDICTION. The Lessor and the Trustee may enforce any claim arising
out of this Agreement in any state or federal court having subject matter jurisdiction, including, without limitation, any state
or federal court located in the State of New York. For the purpose of any action or proceeding instituted with respect to any such
claim, each Lessee hereby irrevocably submits to the jurisdiction of such courts. Each Lessee further irrevocably consents to the
service of process out of said courts by mailing a copy thereof, by registered mail, postage prepaid, to such Lessee and agrees
that such service, to the fullest extent permitted by law, (i) shall be deemed in every respect effective service of process upon
it in any such suit, action or proceeding and (ii) shall be taken and held to be valid personal service upon and personal delivery
to it. Nothing herein contained shall affect the right of the Trustee and the Lessor to serve process in any other manner permitted
by law or preclude the Lessor or the Trustee from bringing an action or proceeding in respect hereof in any other country, state
or place having jurisdiction over such action. Each Lessee hereby irrevocably waives, to the fullest extent permitted by law, any
objection which it may have or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any
such court located in the State of New York and any claim that any such suit, action or proceeding brought in such a court has
been brought in an inconvenient forum.


 


17.              
GOVERNING LAW. THIS AGREEMENT, AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS
AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW.


 


18.              
JURY TRIAL. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY
IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT TO WHICH IT IS A
PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION
THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED TRANSACTION, AND AGREES THAT
ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


 


19.              
NOTICES. All notices, requests and other communications to any party hereunder shall
be in writing (including facsimile transmission or similar writing) and shall be given to such party, addressed to it, at its address
or telephone number set forth on the signature pages below, or at such other address or telephone number as such party may hereafter
specify for the purpose by notice to the other party. Copies of notices, requests and other communications delivered to the Trustee,
any Lessee and/or the Lessor pursuant to the foregoing sentence shall be sent to the following addresses:


 


TRUSTEE:


 


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


2 North
LaSalle Street, Suite 700


Chicago,
IL 60602


Attention:
Corporate Trust Administration, Structured Finance


Telephone:
(312) 827-8680


Fax: (732)
487-2683


Email: diane.moser@bnymellon.com


 






    29


     


    

 


CONTROLLING PARTY:


 


Apollo Capital
Management, L.P.


9 W. 57th
Street, 43rd Floor


New York,
NY 10019


Attention:
Joseph D. Glatt


Telephone:
(212) 515-3200


Email: jglatt@apollo.com


 


With a copy
to:


 


Weil, Gotshal
 & Manges LLP


767 Fifth
Avenue


New York,
NY 10153


Attention:
Jason A.B. Smith


Telephone:
(212) 310-8914


Email: jason.smith@weil.com


 


LESSOR:


 


8501 Williams
Road


Estero,
FL 33928


Attention:
Treasurer


Telephone:
(239) 301-7000


Fax: (239)
301-6906


 


LESSEES:


 


The Hertz
Corporation


8501 Williams
Road


Estero,
FL 33928


Attention:
Treasurer


Telephone:
(239) 301-7000


Fax: (239)
301-6906


 


DTG Operations,
Inc.


8501 Williams
Road


Estero,
FL 33928


Attention:
Treasurer


Telephone:
(239) 301-7000


Fax: (239) 301-6906


 


Each such notice, request or communication
shall be effective when received at the address specified below. Copies of all notices must be sent by first class mail promptly
after transmission by facsimile. Each notice, request, report or other document provided to any Person under or in connection with
this Agreement or any other Related Document shall be simultaneously delivered to each Controlling Party; provided that
any such request, report or other document that is permitted to be delivered by posting to a website shall be deemed delivered
to each Controlling Party to the extent that each Controlling Party has been granted access to such website.


 






    30


     


    

 


20.              
ENTIRE AGREEMENT. This Agreement and the other agreements specifically referenced
herein constitute the entire agreement among the parties hereto and supersede any prior understandings, agreements, or representations
by or among the parties hereto, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement,
together with the HVIF Manufacturer Programs, the Lease Vehicle Acquisition Schedules, the Intra-Lease Lessee Transfer Schedules
and any other related documents attached to this Agreement (including, for the avoidance of doubt, all related joinders, exhibits,
annexes, schedules, attachments and appendices), in each case solely to the extent to which such HVIF Manufacturer Programs, schedules
and documents relate to Lease Vehicles will constitute the entire agreement regarding the leasing of Lease Vehicles by the Lessor
to each Lessee.


 


21.              
MODIFICATION AND SEVERABILITY. The terms of this Agreement (other than the definition
of “Special Term”, which may be modified by a written notice signed by each Lessee and delivered to the Lessor, the
Servicer and the Trustee) will not be waived, altered, modified, amended, supplemented or terminated in any manner whatsoever unless
the same shall be in writing and signed and delivered by the Lessor, the Servicer and each Lessee, subject to any restrictions
on such waivers, alterations, modifications, amendments, supplements or terminations set forth in the HVIF Base Indenture and the
HVIF Series Supplements. If any part of this Agreement is not valid or enforceable according to law, all other parts will remain
enforceable. The Servicer shall provide a copy of each amendment, supplement or other modification to this Agreement to the Trustee
in accordance with the notice provisions hereof not later than ten (10) days after to the execution thereof by the Lessor, the
Servicer, the Lessees and the Guarantor. For the avoidance of doubt, the execution and/or delivery of and/or performance under
any Affiliate Joinder in Lease, Lease Vehicle Acquisition Schedule or Intra-Lease Lessee Transfer Schedule shall not constitute
a waiver, alteration, modification, supplement or termination to or of this Agreement.


 


22.              
SURVIVABILITY. In the event that, during the term of this Agreement, any Lessee becomes
liable for the payment or reimbursement of any obligations, claims or taxes pursuant to any provision hereof, such liability will
continue, notwithstanding the expiration or termination of this Agreement, until all such amounts are paid or reimbursed by or
on behalf of such Lessee.


 


23.              
HEADINGS. Section headings used in this Agreement are for convenience of reference
only and shall not affect the construction of this Agreement.


 


24.              
EXECUTION IN COUNTERPARTS; ELECTRONIC EXECUTION. This Agreement may be executed manually
or electronically in any number of counterparts (including by facsimile or electronic transmission (including .pdf file, .jpeg
file, Adobe Sign, or DocuSign), each of which so executed shall be deemed to be an original, but all of such counterparts shall
together constitute but one and the same instrument. Delivery of an executed counterpart signature page of this Agreement by facsimile
or any such electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement and shall
have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable
law. Any electronically signed document delivered via email from a person purporting to be an authorized officer shall be considered
signed or executed by such authorized officer on behalf of the applicable person and will be binding on all parties hereto to the
same extent as if it were manually executed.


 






    31


     


    

 


25.               LESSEE
TERMINATION AND RESIGNATION. With respect to any Lessee except for Hertz, upon such Lessee (the “Resigning
Lessee”) delivering irrevocable written notice to the Lessor and Servicer that such Resigning Lessee desires to
resign its role as a “Lessee” hereunder (such notice, substantially in the form attached as Exhibit A
hereto, a “Lessee Resignation Notice”), such Resigning Lessee shall immediately cease to be a
 “Lessee” hereunder, and, upon such occurrence, event or condition, the Lessor and Servicer shall be deemed to
have released, waived, remised, acquitted and discharged such Resigning Lessee and such Resigning Lessee’s directors,
officers, employees, managers, shareholders and members of and from any and all claims, expenses, damages, costs and
liabilities arising or accruing in relation to such Resigning Lessee on or after the delivery of such Lessee Resignation
Notice to the Lessor and Servicer (the time of such delivery, the “Lessee Resignation Notice Effective
Date”); provided that, as a condition to such release and discharge, the Resigning Lessee shall pay to the
Lessor all payments due and payable with respect to each Lease Vehicle leased by Resigning Lessee hereunder, including
without limitation any payment listed under Sections 4.7.1 and 4.7.2, as applicable to each such Lease Vehicle,
as of the Lessee Resignation Notice Effective Date; provided, further, that, the Resigning Lessee shall return or
reallocate all Lease Vehicles at the direction of the Servicer in accordance with Section 2.4; provided,
further, that, with respect to any Resigning Lessee, such Resigning Lessee shall not be released or otherwise relieved
under this Section 25 from any claim, expense, damage, cost or liability arising or accruing prior to the Lessee
Resignation Notice Effective Date with respect to such Resigning Transferor.


 


26.              
THIRD-PARTY BENEFICIARIES. The parties hereto acknowledge that the Trustee (for the
benefit of itself and the HVIF Noteholders and their assigns), the Collateral Agent (for the benefit of itself and the Trustee)
and the Controlling Party shall be third-party beneficiaries hereunder.


 


[Remainder
of the page left intentionally blank]


 






    32


     


    





 


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


 


	 	LESSOR:
	 	 
	 	HERTZ VEHICLE INTERIM FINANCING
    LLC
	 	 
	 	By:	/S/ M David Galainena
	 	 	Name: M David Galainena
	 	 	Title:   Vice President, General Counsel
    and Secretary






 


	 	LESSEE AND SERVICER:
	 	 
	 	THE HERTZ CORPORATION
	 	 
	 	By:	/S/ M David Galainena
	 	 	Name: M David Galainena
	 	 	Title:   Executive Vice President,
    General Counsel and Secretary






 


	 	LESSEE:
	 	 
	 	DTG OPERATIONS, INC.
	 	 
	 	By:	/S/ M David Galainena
	 	 	Name: M David Galainena
	 	 	Title:   Vice President, General Counsel
    and Secretary






 


Signature Page
to HVIF Master Motor Vehicle Operating Lease and Servicing Agreement


 



     


     


    

 


Acknowledging its obligations under Section
15 hereof:


 


	 	NOMINEE:
	 	 
	 	HERTZ VEHICLES LLC
	 	 
	 	By:	/S/ M David Galainena
	 	 	Name: M David Galainena
	 	 	Title:   Executive Vice President, General
    Counsel and Secretary






 


Signature Page
to HVIF Master Motor Vehicle Operating Lease and Servicing Agreement


 






     


     


    

 


ANNEX A



FORM OF AFFILIATE JOINDER IN LEASE


 


THIS AFFILIATE JOINDER
IN LEASE AGREEMENT (this “Joinder”) is executed as of __________ _________, 20 _________ (with respect to this
Joinder and the Joining Party) the “Joinder Date”), by_______________, (a “Joining Party”),
and delivered to Hertz Vehicle Interim Financing LLC, a Delaware limited liability company (“HVIF”), as lessor
pursuant to the Master Motor Vehicle Operating Lease and Servicing Agreement (HVIF), dated as of November 25, 2020 (as amended,
supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Lease”), among
HVIF, as Lessor, DTG Operations, Inc., as a Lessee, The Hertz Corporation (“Hertz”), a Delaware corporation,
as a Lessee, as Servicer and as Guarantor, and those affiliates of Hertz from time to time becoming Lessees thereunder (together
with Hertz, the “Lessees”). Capitalized terms used herein but not defined herein shall have the meanings provided
for in the Lease.


 


R E C I T A L S:


 


WHEREAS, the Joining
Party is a Permitted Lessee; and


 


WHEREAS, the Joining
Party desires to become a “Lessee” under and pursuant to the Lease.


 


NOW, THEREFORE, the
Joining Party agrees as follows:


 


A G R E E M E N T:


 


1.                  
The Joining Party hereby represents and warrants to and in favor of HVIF and the Trustee that (i) the Joining Party is an
Affiliate of Hertz, (ii) all of the conditions required to be satisfied pursuant to Section 12 of the Lease in respect of
the Joining Party becoming a Lessee thereunder have been satisfied, and (iii) all of the representations and warranties contained
in Section 7 of the Lease with respect to the Lessees are true and correct as applied to the Joining Party as of the date
hereof.


 


2.                  
From and after the date hereof, the Joining Party hereby agrees to assume all of the obligations of a “Lessee”
under the Lease and agrees to be bound by all of the terms, covenants and conditions therein.


 


3.                  
By its execution and delivery of this Joinder, the Joining Party hereby becomes a Lessee for all purposes under the Lease.
By its execution and delivery of this Joinder, HVIF acknowledges that the Joining Party is a Lessee for all purposes under the
Lease.


 



    Annex A - 1


     


    

 


IN WITNESS WHEREOF,
the Joining Party has caused this Joinder to be duly executed as of the day and year first above written.


 


[Name of Joining Party]


 


	By:	 	 
	 
	Name:	 	 
	 
	Title:	 	 




 


 


	Address:	 	 
	 	 	 
	Attention:	 	 
	 	 	 
	Telephone:	 	 
	 	 	 
	Facsimile:	 	 




 


 


Accepted and Acknowledged by:


 


HERTZ VEHICLE INTERIM FINANCING LLC


 


	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 




 


THE HERTZ CORPORATION, as GUARANTOR


 


	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 




 




    Annex A - 2


     


    

 


EXHIBIT A



FORM OF LESSEE RESIGNATION NOTICE


 


[_]


 


[HVIF, as Lessor]


 


[Hertz, as Servicer]


 


Re: Lessee Termination
and Resignation


 


Ladies and Gentlemen:


 


Reference is hereby made to the Master
Motor Vehicle Operating Lease and Servicing Agreement (HVIF), dated as of November 25, 2020 (as amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof, the “Lease”), among HVIF, as Lessor, DTG Operations,
Inc., as a Lessee, The Hertz Corporation (“Hertz”), a Delaware corporation, as a Lessee, as Servicer and as
Guarantor, and those affiliates of Hertz from time to time becoming Lessees thereunder (together with Hertz, the “Lessees”).
Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Lease.


 


Pursuant to Section 25 of the Lease,
[_] (the “Resigning Lessee”) provides HVIF, as Lessor, and Hertz, as Servicer, irrevocable, written notice that
such Resigning Lessee desires to resign as “Lessee” under the Lease.


 


Nothing herein shall be construed to be
an amendment or waiver of any requirements of the Lease.


 


[Name of Resigning Lessee]


 


	 	By:	 
	 	 
	 	Name: 	 
	 	 
	 	Title:	 




 




    Exhibit A - 1


     


    


 


SCHEDULE I


 


“Accumulated
Depreciation” means, with respect to any Lease Vehicle, as of any date of determination:


 


(a)          the sum of:


 


(i)           all Monthly Base Rent with respect to such Lease Vehicle paid or payable (since such Lease Vehicle’s most recent Vehicle
Operating Lease Commencement Date) under the HVIF Lease on or prior to the Payment Date occurring in the calendar month in which
such date of determination occurs,


 


(ii)          the Final Base Rent with respect to such Lease Vehicle, if any, paid or payable (since such Lease Vehicle’s most recent
Vehicle Operating Lease Commencement Date) under the HVIF Lease on or prior to the Payment Date occurring in the calendar month
immediately following such date,


 


(iii)         the Pre-VOLCD Program Vehicle Depreciation Amount with respect to such Lease Vehicle, if any, paid or payable (since such
Lease Vehicle’s most recent Vehicle Operating Lease Commencement Date) under the HVIF Lease on or prior to the Payment Date
occurring in the calendar month immediately following such date,


 


(iv)         all Redesignation to Non-Program Amounts with respect to such Lease Vehicle, if any, paid or payable (since such Lease Vehicle’s
most recent Vehicle Operating Lease Commencement Date) under the HVIF Lease on or prior to the Payment Date occurring in the calendar
month in which such date of determination occurs, and


 


(v)          the Program Vehicle Depreciation Assumption True-Up Amount with respect to such Lease Vehicle, if any, paid or payable (since
such Lease Vehicle’s most recent Vehicle Operating Lease Commencement Date) under the HVIF Lease by the applicable Lessee
on or prior to the Payment Date occurring in the calendar month immediately following such date; minus


 


(b)          the sum of all Redesignation to Program Amounts with respect to such Lease Vehicle, if any, paid or payable (since such
Lease Vehicle’s most recent Vehicle Operating Lease Commencement Date) under the HVIF Lease by the Lessor on or prior to
the Payment Date occurring in the calendar month in which such date of determination occurs.


 


“Additional
Lessee” has the meaning specified the Preamble of the HVIF Lease.


 


“Administrative
Agent” has the meaning specified in the applicable HVIF Series Supplement.


 


“Affiliate”
means, with respect to any specified Person, another Person that directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with the Person specified. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting
securities, by contract or otherwise; and “controlled” and “controlling” have meanings correlative to the
foregoing.


 


“Affiliate Joinder
in Lease” has the meaning specified in Section 12.1 of the HVIF Lease.


 


“Authorized
Officer” means, as to Hertz or any of its Affiliates, any of (i) the President, (ii) the Chief Financial Officer, (iii)
the Treasurer, (iv) any Assistant Treasurer, or (v) any Vice President in the tax, legal or treasury department, in each case of
Hertz or such Affiliate, as applicable.


 






    	 	Schedule I - 2	 



     


    

 








“Bankruptcy
Code” means The Bankruptcy Reform Act of 1978, as amended from time to time, as codified as 11 U.S.C. Section 101 et
seq.


 


“Base Rent”
means, Monthly Base Rent and Final Base Rent, collectively.


 


“Basic Lease
Vehicle Information” means the following terms specified by a Lessee in a Lease Vehicle Acquisition Schedule pursuant
to Section 2.1(a) of the HVIF Lease: a list of the vehicles such Lessee desires to be made available by the Lessor to such Lessee
for lease as “Lease Vehicles”, and, with respect to each such vehicle, the VIN, make, model, model year, and requested
lease commencement date of each such vehicle.


 


“Blackbook Guide”
means the Black Book Official Finance/Lease Guide.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York
City, New York.


 


“Capitalized
Cost” means, as of any date of determination,


 


(a)          with respect to any Lease Vehicle that is not a Contributed Vehicle that is a HVIF Non-Program Vehicle as of its Vehicle
Operating Lease Commencement Date,


 


(i)           if such Lease Vehicle was initially purchased as a new vehicle by HVIF or an Affiliate thereof from an unaffiliated third
party and, other than with respect to any such new vehicle contributed to HVIF in connection with its initial capitalization, was
contemporaneously transferred to HVIF, then the lesser of (X) the Net Purchase Price paid to such unaffiliated third party in connection
with such initial purchase of such Lease Vehicle, and (Y) the MSRP of such Lease Vehicle as of the date of such initial purchase,
if known by the Servicer (after reasonable investigation by the Servicer); and


 


(ii)          if such Lease Vehicle was initially purchased as a used vehicle by HVIF or an Affiliate thereof from an unaffiliated third
party, then the least of (X) Net Purchase Price paid with respect to such Lease Vehicle, (Y) 105% of the Market Value of such
Lease Vehicle as of the date of such Vehicle Operating Lease Commencement Date and (Z) 87.5% of the MSRP of such used vehicle
if it were purchased new;


 


(b)          with respect to any Lease Vehicle that is a HVIF Program Vehicle as of its Vehicle Operating Lease Commencement Date,


 


(i)           if such Lease Vehicle was initially purchased as a new vehicle by HVIF or an Affiliate thereof from an unaffiliated third
party and such Vehicle Operating Lease Commencement Date occurs thirty-six (36) days or less after the date of the delivery of
such Lease Vehicle to HVIF or such Affiliate by such third party, then the Maximum Repurchase Price with respect to such Lease
Vehicle;


 


(ii)          if (X) such Lease Vehicle was initially purchased as a used vehicle by HVIF or an Affiliate thereof from an unaffiliated
third party and such Vehicle Operating Lease Commencement Date occurs thirty-six (36) days or less after date of the delivery of
such Lease Vehicle to HVIF or such Affiliate by such third party and (Y) no Depreciation Charges have accrued or been applied prior
to the date of such initial purchase with respect to such Lease Vehicle under its HVIF Manufacturer Program, then the Maximum Repurchase
Price with respect to such Lease Vehicle;


 






    	 	Schedule I - 3	 



     


    

 


(iii)         if
(X) such Lease Vehicle was initially purchased as a used vehicle by HVIF or an Affiliate thereof from an unaffiliated third
party and such Vehicle Operating Lease Commencement Date occurs thirty-six (36) or less days after the date of the delivery
of such Lease Vehicle to HVIF or such Affiliate by such third party and (Y) Depreciation Charges have accrued or been applied
prior to the date of such initial purchase with respect to such Lease Vehicle under its HVIF Manufacturer Program, then the
amount the Manufacturer of such Lease Vehicle would be obligated to pay for such Lease Vehicle under the terms of such HVIF
Manufacturer Program (assuming no minimum holding period would apply with respect to such Lease Vehicle) if such Lease
Vehicle were returned to such Manufacturer on the last day of the calendar month prior to the month in which such Lease
Vehicle’s Vehicle Operating Lease Commencement Date occurs; and


 


(iv)         if such Lease Vehicle was initially purchased by HVIF or an Affiliate thereof from an unaffiliated third party and such
Vehicle Operating Lease Commencement Date occurs more than thirty-six (36) days after the date of the delivery of such Lease Vehicle
to HVIF or such Affiliate by such third party, then the excess of (A) the amount the Manufacturer of such Lease Vehicle would be
obligated to pay for such Lease Vehicle under the terms of such HVIF Manufacturer Program (assuming no minimum holding period would
apply with respect to such Lease Vehicle) if such Lease Vehicle were returned to such Manufacturer on the first day of the calendar
month in which such Lease Vehicle’s Vehicle Operating Lease Commencement Date occurs over (B) the amount of depreciation
scheduled to accrue under the HVIF Manufacturer Program for such Lease Vehicle for the calendar month in which such Vehicle Operating
Lease Commencement Date occurs, pro rated for the portion of such calendar month occurring from and including such first day of
such calendar month to but excluding such Vehicle Operating Lease Commencement Date; and


 


(c)          with respect to any Lease Vehicle that is a Contributed Vehicle that is a HVIF Non-Program Vehicle as of its Vehicle Operating
Lease Commencement Date, the Capitalized Cost set forth on the Contributed Vehicle Schedule related to such Contributed Vehicle
delivered pursuant to the Contribution Agreement or as otherwise agreed by the Controlling Party for the Series 2020-1 Notes.


 


“Casualty”
means, with respect to any HVIF Eligible Vehicle, that:


 


(a)          such HVIF Eligible Vehicle is destroyed, seized or otherwise rendered permanently unfit or unavailable for use, or


 


(b)          such HVIF Eligible Vehicle is lost or stolen and is not recovered for 180 days following the occurrence thereof.


 


“Casualty Payment
Amount” means, with respect to any Lease Vehicle that suffers a Casualty or becomes an Ineligible Vehicle, the result
of (a) the Net Book Value of such Lease Vehicle as of the later of (i) such Lease Vehicle’s Vehicle Operating Lease Commencement
Date and (ii) the first day of the calendar month in which such Lease Vehicle became a Casualty or became an Ineligible Vehicle
minus (b) the Final Base Rent for such Lease Vehicle.


 


“Certificate
of Title” means, with respect to any Vehicle, the certificate of title or similar evidence of ownership applicable to
such Vehicle duly issued in accordance with the certificate of title act or other applicable statute of the jurisdiction applicable
to such Vehicle as determined by the Servicer, the Nominee Servicer or the Collateral Servicer, as applicable.


 


“Code”
means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time and any successor statute
of similar import, in each case as in effect from time to time. References to sections of the Code also refer to any successor
or replacement sections.


 






    	 	Schedule I - 4	 



     


    







 


“Collateral
Account” means a “Collateral Account” (as such term is defined in Section 2.5(a) of the Collateral Agency
Agreement) into which amounts relating to HVIF Vehicle Collateral are deposited pursuant to the terms of the Collateral Agency
Agreement.


 


“Collateral
Agency Agreement” means the Fourth Amended and Restated Collateral Agency Agreement, dated as of November 25, 2013, by
and among HVF, as grantor, HGI, as grantor, DTG, as grantor, Hertz as grantor and collateral servicer, the Collateral Agent, as
secured party, and those various “Additional Grantors”, “Financing Sources” and “Beneficiaries”
(each as defined therein) from time to time party thereto, as amended, restated, modified or supplemented from time to time in
accordance with its terms.


 


“Collateral
Agent” means The Bank of New York Mellon Trust Company, N.A., in its capacity as collateral agent under the Collateral
Agency Agreement, and any successor thereto or permitted assign in such capacity thereunder.


 


“Collateral
Servicer” has the meaning specified in the Collateral Agency Agreement.


 


“Contractual
Obligation” means, with respect to any Person, any provision of any security issued by that Person or of any material
indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by
which it or any material portion of its properties is bound or to which it or any material portion of its properties is subject.


 


“Contributed
Vehicle” means any Lease Vehicle contributed by Hertz pursuant to the Contribution Agreement or any other Lease Vehicle
contributed with the consent of the Controlling Party for the Series 2020-1 Notes.


 


“Controlled
Group” means, with respect to any Person, such Person, whether or not incorporated, and any corporation, trade or business
that is, along with such Person, a member of a controlled group of corporations or a controlled group of trades or businesses as
described in Sections 414(b) and (c), respectively, of the Code.


 


“Controlling
Party” has the meaning specified in the applicable HVIF Series Supplement.


 


“Court”
has the meaning specified in Section 2(b) of the HVIF Lease.


 


“Depreciation
Charge” means, as of any date of determination, with respect to any Lease Vehicle that is a:


 


(a)          HVIF Non-Program Vehicle that is a new vehicle acquired directly or indirectly from a Manufacturer, as of such date, and
for which an MSRP is available as of such date, an amount equal to:


 


(i)           if the Fleet Average MSRP Ratio is less than or equal to 87.5%, then the product of (x) 2.00% and (y) the Net Purchase Price
of such HVIF Non-Program Vehicle; or


 


(ii)          if the Fleet Average MSRP Ratio is greater than 87.5%, then the product of (x) 2.50% and (y) the Net Purchase Price of such
HVIF Non-Program Vehicle; provided that on any subsequent date on which the Fleet Average MSRP Ratio is less than or equal
to 87.5%, the Depreciation Charge for any such HVIF Non-Program Vehicle shall be calculated using clause (a)(i) above;


 


(b)          HVIF
Non-Program Vehicle that is a new vehicle acquired directly or indirectly from a Manufacturer, as of such date, and for which
an MSRP does not exist or is not available as of the first (1st) date that is at least one (1) month following purchase, an
amount equal to the product of (x) 2.50% and (y) the Net Purchase Price of such HVIF Non-Program Vehicle;


 






    	 	Schedule I - 5	 



     


    

 


(c)          HVIF Non-Program Vehicle that is a used vehicle, as of such date, an amount equal to the product of (x) 2.00% and (y) the
Capitalized Cost of such HVIF Non-Program Vehicle;


 


(d)          HVIF Program Vehicle and such date occurs during the Estimation Period for such Lease Vehicle, if any, the Initially Estimated
Depreciation Charge with respect to such Lease Vehicle, as of such date; and


 


(e)          HVIF Program Vehicle and such date does not occur during the Estimation Period, if any, for such Lease Vehicle, the depreciation
charge (expressed as a monthly dollar amount) set forth in the related HVIF Manufacturer Program for such Lease Vehicle for such
date.


 


“Depreciation
Record” has the meaning specified in Section 4.1 of the HVIF Lease.


 


“Determination
Date” means the date five (5) Business Days prior to each Payment Date.


 


“Disposition
Date” means, with respect to any HVIF Eligible Vehicle:


 


(i)           if such HVIF Eligible Vehicle was returned to a Manufacturer for repurchase pursuant to a Repurchase Program, the Turnback
Date with respect to such HVIF Eligible Vehicle;


 


(ii)          if such HVIF Eligible Vehicle was subject to a HVIF Guaranteed Depreciation Program and not sold to any third party prior
to the HVIF Backstop Date with respect to such HVIF Eligible Vehicle, the HVIF Backstop Date with respect to such HVIF Eligible
Vehicle;


 


(iii)         if such HVIF Eligible Vehicle was sold to any Person (other than to the Manufacturer thereof pursuant to such HVIF Manufacturer’s
HVIF Manufacturer Program) the date on which the proceeds of such sale are deposited in the HVIF Collection Account; and


 


(iv)         if such HVIF Eligible Vehicle becomes a Casualty or an Ineligible Vehicle (other than as a result of a sale thereof that
would be included in any of clause (i) through (iii) above), the day on which such HVIF Eligible Vehicle suffers
a Casualty or becomes an Ineligible Vehicle.


 


“Dollar”
and the symbol “$” mean the lawful currency of the United States.


 


“DTG”
means DTG Operations, Inc., an Oklahoma corporation.


 


“Due Date”
means, with respect to any payment due from a HVIF Manufacturer or auction dealer in respect of a HVIF Program Vehicle turned back
for repurchase or sale pursuant to the terms of the related HVIF Manufacturer Program, the ninetieth (90th) day after the Disposition
Date for such HVIF Eligible Vehicle.


 


“Early Program
Return Payment Amount” means, with respect to each Payment Date and each Lease Vehicle that:


 


(a)          was a HVIF Program Vehicle as of its Turnback Date,


 


(b)          the Turnback Date for which occurred during the Related Month with respect to such Payment Date, and


 






    	 	Schedule I - 6	 



     


    







 


(c)          the
Turnback Date for which occurred prior to the Minimum Program Term End Date for such Lease Vehicle,


 


an amount equal to the
excess, if any, of (i) the Net Book Value of such Lease Vehicle (as of its Turnback Date) over (ii) the Repurchase Price received
or receivable with respect to such Lease Vehicle (or that would have been received but for a Manufacturer Event of Default, as
applicable).


 


“Emergence Date”
has the meaning specified in the HVIF Base Indenture.


 


“Employee Benefit
Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA (whether or not subject
to ERISA) which is sponsored, maintained or contributed to by, or required to be contributed by, the Lessee.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, in each case
as in effect from time to time. References to sections of ERISA also refer to any successor sections.


 


“ERISA Event”
means (i) a “reportable event” within the meaning of Section 4043(c) of ERISA and the regulations issued
thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived
by regulation); (ii) the failure to meet the minimum funding standard of Sections 412 and 430 of the Internal Revenue Code
and Sections 302 and 303 of ERISA with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of
the Internal Revenue Code and Section 302(c) of ERISA) or the failure to make by its due date a required installment under
Section 430(j) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to
a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA
of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the
withdrawal by Lessee or its ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of
any such Pension Plan resulting in liability to Lessee or its ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the
institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which constitutes
grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the
imposition of liability on Lessee or its ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the
application of Section 4212(c) of ERISA; (vii) the withdrawal of Lessee or its ERISA Affiliates in a complete or partial
withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability
therefore, or the receipt by Lessee or its ERISA Affiliates of notice from any Multiemployer Plan that it is insolvent pursuant
to Section 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) receipt
from the Internal Revenue Service of written notice of the failure of any Pension Plan to qualify under Section 401(a) of
the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation
under Section 501(a) of the Internal Revenue Code; or (ix) the imposition of a lien pursuant to Section 430(k) of the
Internal Revenue Code or Section 303(k) of ERISA or a violation of Section 436 of the Internal Revenue Code.


 


“Estimation
Period” means, with respect to any Lease Vehicle that is a HVIF Program Vehicle with respect to which the applicable
depreciation charge set forth in the related HVIF Manufacturer Program for such Lease Vehicle has not been recorded in the Lessor’s
or its designee’s computer systems or has been recorded in such computer systems, but has not been applied to such HVIF Program
Vehicle therein, the period commencing on such Lease Vehicle’s Vehicle Operating Lease Commencement Date and terminating
on the date such applicable depreciation charge has been recorded in the Lessor’s or its designee’s computer systems
and applied to such HVIF Program Vehicle therein.


 






    	 	Schedule I - 7	 



     


    







 


“Event of Bankruptcy”
shall be deemed to have occurred with respect to a Person if:


 


(a)          a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking
the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person,
the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or any
substantial part of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency,
reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed
and in effect, for a period of sixty (60) consecutive days; or an order for relief in respect of such Person shall be entered in
an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or


 


(b)          such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization,
debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or
for any substantial part of its property, or shall make any general assignment for the benefit of creditors; or


 


(c)          the board of directors of such Person (if such Person is a corporation or similar entity) shall vote to implement any of
the actions set forth in clause (b) above.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


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


 


“Final Base
Rent” has the meaning specified in Section 4.3 of the HVIF Lease.


 


“Financing Source”
has the meaning specified in the Collateral Agency Agreement.


 


“Fitch”
means Fitch Ratings, Inc.


 


“Fleet Average
MSRP Ratio” means, as of any date of determination, the ratio equal to (A) the aggregate Net Purchase Price of all
HVIF Non-Program Vehicles that are new vehicles over (B) the fleet-wide aggregate MSRP with respect to all such HVIF Non-Program
Vehicles that are new vehicles; provided that if an MSRP either does not exist or is unavailable for a HVIF Non-Program
Vehicle, then such HVIF Non-Program Vehicle shall be excluded from clauses (A) and (B) until an MSRP is available
for such HVIF Non-Program Vehicle.


 


“Franchisee
Sublease Contractual Criteria” means, with respect to the sublease of Lease Vehicles by a Lessee to a franchisee, the
related sublease:


 


(a)          states in writing that it is subject to the terms and conditions of the HVIF Lease and is subject and subordinate in all
respects to the HVIF Lease;


 






    	 	Schedule I - 8	 



     


    







 


(b)          requires
that the Lease Vehicles subleased under such sublease may only be used in furtherance of the business contemplated by any applicable
franchise or license agreement entered into by the sublessee;


 


(c)          other than renting such subleased Lease Vehicles to customers in the ordinary course of such franchisee’s business,
prohibits such franchisee from subleasing such Lease Vehicles or otherwise assigning any of its rights with respect to such Lease
Vehicles or assigning any of its rights or obligations in, to or under such sublease;


 


(d)          does not permit the termination date for such subleased Lease Vehicles under such sublease to exceed the Maximum Lease Termination
Date with respect to such Lease Vehicle under the HVIF Lease;


 


(e)          limits such franchisee’s use of such subleased Lease Vehicles to primarily in the United States, with limited use
in Canada and Mexico (which will include all normal course movements of vehicles across borders in connection with customer rentals
and following any such movements until convenient to return such Lease Vehicles to the United States, in each case in the franchisee’s
course of business);


 


(f)           requires such franchisee to report the location of such subleased Lease Vehicles no less frequently than weekly and grant
inspection rights to the applicable Lessee upon reasonable request of such Lessee;


 


(g)          prohibits such franchisee from using any such subleased Lease Vehicles in violation of any laws or regulations or contrary
to the provisions of any applicable insurance policy;


 


(h)          contains an express acknowledgement and agreement from such franchisee that each such subleased Lease Vehicle is at all
times the property of the Lessor and that such franchisee acquires no right, title or interest in or to such Lease Vehicle except
a leasehold interest with respect to such subleased Lease Vehicle, subject to the HVIF Lease;


 


(i)           allows the Lessor or such Lessee, upon the occurrence of an event of default pursuant to such sublease, to enter the premises
where such subleased Lease Vehicles may be located and take possession of such subleased Lease Vehicles;


 


(j)           contains an express covenant from such franchisee that prior to the date that is one year and one day after the payment
of the latest maturing HVIF Note, it will not institute against or join with any other Person in instituting against the Lessor,
HVIF or the Nominee, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings,
under any federal or state bankruptcy or similar law;


 


(k)          states that such sublease shall terminate upon the termination of the HVIF Lease; and


 


(l)           requires that the Lease Vehicles subleased under such sublease must primarily be used in in the course of the applicable
franchisee’s daily car rental business.


 


“GAAP”
means generally accepted accounting principles in the United States of America as in effect from time to time set forth in the
Accounting Codification Standards issued by the Financial Accounting Standards Board, or in such other statements by such other
entity as may be in general use by significant segments of the accounting profession, that are applicable to the circumstances
as of the date of determination.


 






    	 	Schedule I - 9	 



     


    







 


“Governmental
Authority” means any federal, state, local or foreign court or governmental department, commission, board, bureau, agency,
authority, instrumentality or regulatory body.


 


“Grantor Supplement”
has the meaning specified in the Collateral Agency Agreement.


 


“Guaranteed
Obligations” has the meaning specified in Section 11.1 of the HVIF Lease.


 


“Guarantor”
has the meaning specified in the Preamble of the HVIF Lease.


 


“Guaranty”
has the meaning specified in Section 11.1 of the HVIF Lease.


 


“Hertz”
means The Hertz Corporation, a Delaware corporation.


 


“Hertz Vehicles
LLC” means Hertz Vehicles LLC, a Delaware limited liability company.


 


“HGI”
means Hertz General Interest LLC, a Delaware limited liability company.


 


“HVF”
means Hertz Vehicle Financing LLC, a Delaware limited liability company.


 


“HVIF”
has the meaning specified in the Preamble of the HVIF Lease.


 


“HVIF Administration
Agreement” means the Administration Agreement, dated as of the HVIF Closing Date, by and among the HVIF Administrator,
HVIF and the Trustee, as amended, modified or supplemented from time to time in accordance with its terms.


 


“HVIF Administrator”
means Hertz, in its capacity as the administrator under the HVIF Administration Agreement, or any successor HVIF Administrator
thereunder.


 


“HVIF Aggregate
Asset Amount Deficiency” means “Aggregate Asset Amount Deficiency” as defined in the HVIF Base Indenture.


 


“HVIF Amortization
Event” means, with respect to any HVIF Series of Notes, an “Amortization Event” as defined in the HVIF Base
Indenture or in any HVIF Series Supplement with respect to such HVIF Series of Notes.


 


“HVIF Backstop
Date” means, with respect to any HVIF Program Vehicle subject to a HVIF Guaranteed Depreciation Program that has been
turned back under such HVIF Guaranteed Depreciation Program, the date on which the HVIF Manufacturer of such HVIF Program Vehicle
is obligated to purchase such HVIF Program Vehicle in accordance with the terms of such HVIF Guaranteed Depreciation Program.


 


“HVIF Base Indenture”
means the Base Indenture, dated as of November 25, 2020, between HVIF and The Bank of New York Mellon Trust Company, N.A., as trustee.
The term “HVIF Base Indenture” shall not include any “HVIF Series Supplement” (as defined in the HVIF Base
Indenture).


 


“HVIF Carrying
Charges” means, for any Payment Date, without duplication, the sum of:


 


(a)          all fees, expenses and other amounts payable by HVIF to the Trustee under the HVIF Base Indenture,


 


(b)          the Monthly Servicing Fee payable by HVIF to the Servicer pursuant to the HVIF Lease on such Payment Date,


 


(c)          all reasonable out-of-pocket costs and expenses of HVIF incurred in connection with the issuance of the HVIF Notes,


 






    	 	Schedule I - 10	 



     


    







 


(d)         all
fees, expenses and other amounts payable by HVIF under any Related Document,


 


(e)         all reasonable out-of-pocket costs and expenses of HVIF incurred in connection with the execution, delivery and performance
(including the enforcement, waiver or amendment) of the Related Documents (other than any Related Documents relating solely to
one or more Series of Notes), and


 


(f)          any accrued HVIF Carrying Charges that remain unpaid as of the immediately preceding Payment Date (after giving effect to
all distributions in respect of such Payment Date).


 


“HVIF Closing
Date” means November 25, 2020.


 


“HVIF Collateral”
means the HVIF Vehicle Collateral and the HVIF Indenture Collateral.


 


“HVIF Collections”
means all payments on or in respect of the HVIF Collateral.


 


“HVIF Collection
Account” has the meaning specified in the HVIF Base Indenture.


 


“HVIF Eligible
Vehicle” means a passenger automobile, van or light-duty truck that is owned by HVIF and leased by HVIF to any Lessee
pursuant to the HVIF Lease:


 


(a)         that is not older than seventy-two (72) months from December 31 of the calendar year preceding the model year of such passenger
automobile, van or light-duty truck;


 


(b)         at all times following the Lien Holiday, if any, applicable to such HVIF Vehicle, the Certificate of Title for which is
in the name of:


 


(i)           HVIF (or, the application therefor has been submitted to the

appropriate state authorities for such titling or retitling); or


 


(ii)          the Nominee, as nominee titleholder for HVIF (or, the application therefor has been submitted to the appropriate state authorities
for such titling or retitling);


 


(c)         at all times prior to the expiration of the Lien Holiday, if any, with respect to such HVIF Vehicle either:


 


(i)           no certificate of title has ever been issued with respect to such HVIF Vehicle and no application therefor has been submitted
to the appropriate state authorities for such titling and retitling and no documentation reflects ownership of such HVIF Vehicle
by any other entity; or


 


(ii)          if a certificate of title has been issued (but no application for such certificate of title has been submitted to the appropriate
state authorities for titling or retitling), such certificate of title has been assigned in writing or endorsed to HVIF or the
Nominee on behalf of HVIF;


 


(d)         that is owned by HVIF free and clear of all Liens (other than HVIF Permitted Liens);


 


(e)         that is designated on the Collateral Servicer’s computer systems as leased under such HVIF Lease in accordance with
the Collateral Agency Agreement;


 


(f)          that was not previously a “Lease Vehicle” pursuant to the Series 2013-G1 Lease, unless otherwise consented to
in writing by each Controlling Party; and


 






    	 	Schedule I - 11	 



     


    







 


(g)          that
was (i) purchased by HVIF from an unaffiliated third party, (ii) purchased by HVIF from HGI pursuant to the Purchase Agreement,
or (iii) contributed by Hertz pursuant to the Contribution Agreement on or prior to the date hereof, or after the date hereof
with the prior written consent of the Controlling Party for the Series 2020-1 Notes.


 


“HVIF Excess
Damage Charges” means, with respect to any HVIF Program Vehicle, the amount charged or deducted from the Repurchase Price
by the Manufacturer of such HVIF Eligible Vehicle due to:


 


(a)          damage over a prescribed limit,


 


(b)          if applicable, damage not subject to a prescribed limit, and


 


(c)          missing equipment,


 


in each case,
with respect to such HVIF Eligible Vehicle at the time that such HVIF Eligible Vehicle is turned back to such Manufacturer or its
agent under the applicable HVIF Manufacturer Program.


 


“HVIF Excess
Mileage Charges” means, with respect to any HVIF Program Vehicle, the amount charged or deducted from the Repurchase
Price, by the Manufacturer of such HVIF Eligible Vehicle due to the fact that such HVIF Eligible Vehicle has mileage over a prescribed
limit at the time that such HVIF Eligible Vehicle is turned back to such Manufacturer or its agent pursuant to the applicable HVIF
Manufacturer Program.


 


“HVIF Excluded
Payments” means


 


(a)          all amounts payable by a Manufacturer as compensation for the preparation of newly delivered vehicles,


 


(b)          all amounts payable by a Manufacturer as compensation for interest payable after the purchase price for a HVIF Eligible
Vehicle is paid;


 


(c)          all amounts payable by a Manufacturer in reimbursement for warranty work performed by or on behalf of HVIF on the HVIF Eligible
Vehicles; and


 


(d)          all amounts payable by a Manufacturer in connection with marketing assistance related to any HVIF Program Vehicle,


 


in each case
in clauses (a) through (d), such amounts shall only be HVIF Excluded Payments to the extent that the amounts are
not Incentive Rebate Receivables included in the Aggregate Asset Amount.


 


“HVIF Financing
Source and Beneficiary Supplement” means the Financing Source and Beneficiary Supplement to the Collateral Agency Agreement,
dated as of November 25, 2020, by and among HVF, Hertz, DTG, the Trustee and the Collateral Agent.


 


“HVIF Guaranteed
Depreciation Program” means a guaranteed depreciation program pursuant to which a Manufacturer has agreed to:


 


(a)          facilitate the sale of HVIF Eligible Vehicles manufactured by it or one of its Affiliates that are turned back during a
specified period (or, if not sold during such period, repurchase such HVIF Eligible Vehicles); and


 






    	 	Schedule I - 12	 



     


    







 


(b)         pay
the excess, if any, of the guaranteed payment amount (for the avoidance of doubt, net of any applicable excess mileage or excess
damage charges) with respect to any such HVIF Eligible Vehicle calculated as of the Turnback Date in accordance with the provisions
of such guaranteed depreciation program over the proceeds realized from such sale as calculated in accordance with such guaranteed
depreciation program.


 


“HVIF Indenture
Collateral” has the meaning specified in the HVIF Base Indenture.


 


“HVIF Interest
Period” means a period commencing on a Payment Date and ending on and including the day preceding the next succeeding
Payment Date; provided, however, that the initial HVIF Interest Period shall commence on and include the HVIF Closing
Date and end on and include the day preceding the first Payment Date thereafter.


 


“HVIF Lease”
means this Master Motor Vehicle Operating Lease and Servicing Agreement (HVIF), dated as of November 25, 2020, between HVIF, as
lessor thereunder, each Lessee and Hertz, as servicer and guarantor.


 


“HVIF Liened
Vehicle Collateral” means, as of any date of determination, the HVIF Vehicle Collateral other than the HVIF Non-Liened
Vehicle Collateral as of such date.


 


“HVIF
Liquidation Event” means any one of the events (i) defined as a “Liquidation Event of Default” in the HVIF
Base Indenture or (ii) specified as a “Limited Liquidation Event of Default” (as defined in the HVIF Base Indenture)
with respect to a Series of HVIF Notes.


 


“HVIF Manufacturer”
means each Manufacturer that has manufactured a HVIF Eligible Vehicle.


 


“HVIF Manufacturer
Program” means at any time any Repurchase Program or HVIF Guaranteed Depreciation Program that is in full force and effect
with a HVIF Manufacturer and that, in any such case, satisfies the HVIF Required Contractual Criteria.


 


“HVIF Non-Liened
Vehicle Collateral” means, as of any date of determination, the portion of the HVIF Vehicle Collateral relating to HVIF
Vehicles that are designated by the Collateral Servicer as of such date as “Non-Liened Vehicles” (as defined in the
Collateral Agency Agreement) in accordance with the Collateral Agency Agreement.


 


“HVIF Non-Program
Vehicle” means, as of any date of determination, a HVIF Eligible Vehicle that is not a HVIF Program Vehicle as of such
date.


 


“HVIF Noteholder”
has the meaning specified in the HVIF Base Indenture.


 


“HVIF Notes”
has the meaning specified in the HVIF Base Indenture.


 


“HVIF Operating
Lease Event of Default” has the meaning specified in Section 9.1 of the HVIF Lease.


 


“HVIF
Permitted Lien” means (i) Liens for current taxes not delinquent or for taxes being contested in good faith and by
appropriate proceedings, and with respect to which adequate reserves have been established, and are being maintained, in
accordance with GAAP, (ii) mechanics’, materialmen’s, landlords’, warehousemen’s and carriers’
Liens, and other Liens imposed by law, securing obligations that are not more than thirty days past due or are being
contested in good faith and by appropriate proceedings and with respect to which adequate reserves have been established, and
are being maintained, in accordance with GAAP and (iii) Liens in favor of the Trustee pursuant to the HVIF Base Indenture and
Liens in favor of the Collateral Agent pursuant to the Collateral Agency Agreement with respect to the HVIF Liened Vehicle
Collateral.


 






    	 	Schedule I - 13	 



     


    

 


“HVIF Potential
Amortization Event” means, with respect to any HVIF Series of Notes, a “Potential Amortization Event” as
defined in the HVIF Base Indenture or the HVIF Series Supplement with respect to such HVIF Series of Notes.


 


“HVIF Potential
Operating Lease Event of Default” means any occurrence or event that, with the giving of notice, the passage of time
or both, would constitute a HVIF Operating Lease Event of Default.


 


“HVIF Principal
Amount” means “Principal Amount” as defined in the HVIF Base Indenture.


 


“HVIF Program
Vehicle” means, as of any date of determination, a HVIF Eligible Vehicle that is (i) eligible under, and subject to,
a HVIF Manufacturer Program as of such date and (ii) not designated as a HVIF Non-Program Vehicle pursuant to the HVIF Lease as
of such date.


 


“HVIF Required
Contractual Criteria” means, with respect to any Repurchase Program or HVIF Guaranteed Depreciation Program as of any
date of determination, terms therein pursuant to which:


 


(i)           such Repurchase Program or HVIF Guaranteed Depreciation Program, as applicable, is in full force and effect as of such date
with a Manufacturer,


 


(ii)          the repurchase price or guaranteed auction sale price with respect to each HVIF Eligible Vehicle subject thereto is at least
equal to the Capitalized Cost of such HVIF Eligible Vehicle, minus all Depreciation Charges accrued with respect to such
HVIF Eligible Vehicle prior to the date that such HVIF Eligible Vehicle is submitted for repurchase or resale (after any applicable
minimum holding period) in accordance with the terms of the Repurchase Program, minus HVIF Excess Mileage Charges with respect
to such HVIF Eligible Vehicle, minus HVIF Excess Damage Charges with respect to such HVIF Eligible Vehicle, minus
Early Program Return Payment Amounts with respect to such HVIF Eligible Vehicle,


 


(iii)         such Repurchase Program or HVIF Guaranteed Depreciation Program, as applicable, cannot be unilaterally amended or terminated
with respect to any HVIF Eligible Vehicle subject thereto after the purchase of such HVIF Eligible Vehicle, and


 


(iv)         the assignment of the benefits (but not the burdens) of which to HVIF and the Collateral Agent has been acknowledged in
writing by the related Manufacturer.


 


“HVIF Required
Noteholders” means, with respect to any Series of HVIF Notes, the “Required Noteholders” (as defined in the
HVIF Base Indenture) with respect to such Series of HVIF Notes.


 


“HVIF Series
of Notes” means each HVIF Series of Notes issued and authenticated pursuant to the HVIF Base Indenture and the applicable
HVIF Series Supplement.


 


“HVIF Series
Supplement” means a supplement to the HVIF Base Indenture complying (to the extent applicable) with the terms of Section
2.3 of the HVIF Base Indenture pursuant to which an HVIF Series of Notes is issued.


 


“HVIF Supplemental
Documents” means the Lease Vehicle Acquisition Schedules, the Intra-Lease Lessee Transfer Schedules and any other related
documents attached to the HVIF Lease, in each case, solely to the extent to which such schedules and documents relate to Lease
Vehicles or otherwise relate to and/or constitute HVIF Collateral.


 






    	 	Schedule I - 14	 



     


    







 


“HVIF Vehicle
Collateral” means the Related Master Collateral with respect to The Bank of New York Mellon, acting on behalf of the
HVIF Noteholders, as a Financing Source pursuant to the HVIF Financing Source and Beneficiary Supplement under the Collateral Agency
Agreement. The HVIF Vehicle Collateral shall be the HVIF Vehicle Collateral with respect to the HVIF Notes.


 


“Incentive
Rebate Receivables” has the meaning specified in the HVIF Base Indenture.


 


“Ineligible
Vehicle” means, as of any date of determination, a passenger automobile, van or light-duty truck that is owned by HVIF
and leased by HVIF to any Lessee pursuant to the HVIF Lease that is not a HVIF Eligible Vehicle as of such date.


 


“Initially Estimated
Depreciation Charge” means, with respect to any Lease Vehicle that is a HVIF Program Vehicle, as of any date of determination
during the Estimation Period for such Lease Vehicle, the monthly depreciation charge (expressed as a monthly dollar amount), if
any, for such Lease Vehicle reasonably estimated by the Lessor (or its designee) as of such date.


 


“Inspection
Period” has the meaning specified in Section 2.1(d) of the HVIF Lease.


 


“Intermediary”
means Hertz Vehicle Exchange Inc.


 


“Intra-Lease
Lessee Transfer Schedule” has the meaning specified in Section 2.2 of the HVIF Lease.


 


“Joinder”
has the meaning specified in Annex A of the HVIF Lease.


 


“Joinder Date”
has the meaning specified in Annex A of the HVIF Lease.


 


“Lease Material
Adverse Effect” means, with respect to any party to the HVIF Lease and any occurrence, event or condition applicable
to such party:


 


(i)           a material adverse effect on the ability of such party to perform its obligations under the HVIF Lease, the HVIF Base Indenture
or the Collateral Agency Agreement (solely as the Collateral Agency Agreement applies to the HVIF Liened Vehicle Collateral granted
thereunder);


 


(ii)          a material adverse effect on the Lessor’s beneficial ownership interest in the Lease Vehicles or on the ability of
the Lessor to grant a Lien on any after-acquired property that would constitute HVIF Collateral;


 


(iii)         a material adverse effect on the validity or enforceability of the HVIF Lease; or


 


(iv)         a material adverse effect on the validity, perfection or priority of the lien of the Trustee in the HVIF Indenture Collateral
or of the Collateral Agent in the HVIF Liened Vehicle Collateral (other than in an immaterial portion of the HVIF Liened Vehicle
Collateral), other than, in each case, a material adverse effect on any priority arising due to the existence of a HVIF Permitted
Lien.


 


“Lease Vehicle
Acquisition Schedule” has the meaning specified in Section 2.1(c) of the HVIF Lease.


 


“Lease Vehicle
Buyout Price” has the meaning specified in Section 2.3 of the HVIF Lease.


 






    	 	Schedule I - 15	 



     


    

 


“Lease
Vehicles” means, as of any date of determination, each vehicle (i) that has been accepted by a Lessee in accordance
with Section 2.1(d) of the HVIF Lease and (ii) as of such date the Vehicle Operating Lease Expiration Date with
respect to such vehicle has not occurred since such vehicle’s most recent Vehicle Operating Lease Commencement Date; provided
that, solely with respect to the calculation and payment of Final Base Rent, any Non-Program Vehicle Special Default Payment
Amount, any Program Vehicle Special Default Payment Amount, any Casualty Payment Amount, any Early Program Return Payment
Amount, any Pre-VOLCD Program Vehicle Depreciation Amount, any Program Vehicle Depreciation Assumption True-up Amount, any
Redesignation to Program Amount or any Redesignation to Non-Program Amount, in each case with respect to any vehicle
satisfying the preceding clause (i), such vehicle shall be deemed to be a “Lease Vehicle” (notwithstanding
the occurrence of such Vehicle Operating Lease Expiration Date with respect thereto) until such Final Base Rent, Non-Program
Vehicle Special Default Payment Amount, Program Vehicle Special Default Payment Amount, Casualty Payment Amount, Early
Program Return Payment Amount, Pre-VOLCD Program Vehicle Depreciation Amount, Program Vehicle Depreciation Assumption True-up
Amount, Redesignation to Program Amount or Redesignation to Non-Program Amount, as applicable, has been paid by the Lessee of
such vehicle (as of such Vehicle Operating Lease Expiration Date with respect thereto), none of which, for the avoidance of
doubt, shall be payable more than once with respect to any such vehicle by such Lessee.


 


“Lessee”
means each of Hertz, DTG and each Additional Lessee, in each case in its capacity as a lessee under the HVIF Lease.


 


“Lessee Resignation
Notice” has the meaning specified in Section 25 of the HVIF Lease.


 


“Lessee Resignation
Notice Effective Date” has the meaning specified in Section 25 of the HVIF Lease.


 


“Lessor”
means HVIF, in its capacity as the lessor under the HVIF Lease.


 


“Lien”
means, when used with respect to any Person, any interest in any real or personal property, asset or other right held, owned or
being purchased or acquired by such Person that secures payment or performance of any obligation, and shall include any mortgage,
lien, pledge, encumbrance, charge, retained security title of a conditional vendor or lessor, or other security interest of any
kind, whether arising under a security agreement, mortgage, lease, deed of trust, chattel mortgage, assignment, pledge, retention
or security title, financing or similar statement, or notice or arising as a matter of law, judicial process or otherwise; provided
that, the foregoing shall not include, as of any date of determination, any interest in or right with respect to any Lease Vehicle
that is being rented (as of such date) to any third-party customer of any Lessee, which interest or right secures payment or performance
of any obligation of such third-party customer.


 


“Lien Holiday”
has the meaning specified in the Series 2020-1 Supplement.


 


“Manufacturer”
means a manufacturer or distributor of passenger automobiles, vans and/or light-duty trucks.


 


“Manufacturer
Event of Default” means with respect to any HVIF Manufacturer:


 


(v)         there
shall be Past Due Amounts owing to Hertz, HGI, HVF, the Intermediary or HVIF with respect to such HVIF Manufacturer in an
amount in the aggregate equal to or greater than $50,000,000, which amount shall be calculated net of Past Due Amounts (not
to exceed $50,000,000 in the aggregate) (A) that are the subject of a good faith dispute as evidenced in writing by Hertz,
HGI, HVF, the Intermediary, HVIF or the HVIF Manufacturer questioning the accuracy of amounts paid or payable in respect of
certain HVIF Eligible Vehicles tendered for repurchase under a HVIF Manufacturer Program (as distinguished from any dispute
relating to the repudiation by such HVIF Manufacturer generally of its obligations under such HVIF Manufacturer Program or
the assertion by such HVIF Manufacturer of the invalidity or unenforceability as against it of such HVIF Manufacturer
Program) and (B) with respect to which Hertz, HGI, HVF, the Intermediary or HVIF, as the case may be, has provided adequate
reserves as reasonably determined by such Person;


 






    	 	Schedule I - 16	 



     


    

 


(vi)        the occurrence and continuance of an Event of Bankruptcy with respect to such HVIF Manufacturer; provided that, a
Manufacturer Event of Default that occurs pursuant to this clause (ii) shall be deemed to no longer be continuing on and
after the date such HVIF Manufacturer assumes its HVIF Manufacturer Program in accordance with the Bankruptcy Code; or


 


(vii)       the termination of such HVIF Manufacturer’s HVIF Manufacturer Program or the failure of such HVIF Manufacturer’s
Repurchase Program or HVIF Guaranteed Depreciation Program to qualify as a HVIF Manufacturer Program.


 


“Market Value”
means, with respect to each HVIF Eligible Vehicle, as of any date of determination during a calendar month:


 


(a)         if the Market Value Procedures with respect to such HVIF Eligible Vehicle have been completed for such month as of such
date, then


 


(i)            the Monthly NADA Mark, if any, for such HVIF Eligible Vehicle obtained in such calendar month in accordance with such Market
Value Procedures;


 


(ii)           if, pursuant to the Market Value Procedures, no Monthly NADA Mark for such HVIF Eligible Vehicle was obtained in such calendar
month, then the Monthly Blackbook Mark, if any, for such HVIF Eligible Vehicle obtained in such calendar month in accordance with
such Market Value Procedures; and


 


(iii)          if, pursuant to the Market Value Procedures, neither a Monthly NADA Mark nor a Monthly Blackbook Mark for such HVIF Eligible
Vehicle was obtained for such calendar month (regardless of whether such value was not obtained because (A) neither a Monthly NADA
Mark nor a Monthly Blackbook Mark was obtained in undertaking the Market Value Procedures or (B) such HVIF Eligible Vehicle experienced
its Vehicle Operating Lease Commencement Date on or after the first day of such calendar month), then the Servicer’s reasonable
estimation of the fair market value of such HVIF Eligible Vehicle as of such date of determination; and


 


(b)         until the Market Value Procedures have been completed for such calendar month:


 


(i)            if such HVIF Eligible Vehicle experienced its Vehicle Operating Lease Commencement Date prior to the first day of such calendar
month, the Market Value obtained in the immediately preceding calendar month, in accordance with the Market Value Procedures for
such immediately preceding calendar month, and


 


(ii)           if such HVIF Eligible Vehicle experienced its Vehicle Operating Lease Commencement Date on or after the first day of such
calendar month, then the Servicer’s reasonable estimation of the fair market value of such HVIF Eligible Vehicle as of such
date of determination.


 


“Market
Value Procedures” means, with respect to each calendar month and a HVIF Non-Program Vehicle that experienced its
Vehicle Operating Lease Commencement Date prior to the first day of such calendar month and with respect to a HVIF Program
Vehicle for which a Market Value is required to be known during such calendar month pursuant to the Related Documents, on or
prior to the Determination Date for such calendar month:


 






    	 	Schedule I - 17	 



     


    

 


(a)          HVIF shall make one attempt (or cause the HVIF Administrator to make one attempt) to obtain a Monthly NADA Mark for each
such HVIF Eligible Vehicle, and


 


(b)          if no Monthly NADA Mark was obtained for any such HVIF Eligible Vehicle described in clause (a) above upon such attempt,
then HVIF shall make one attempt (or cause the HVIF Administrator to make one attempt) to obtain a Monthly Blackbook Mark for any
such HVIF Eligible Vehicle.


 


“Maximum Lease
Termination Date” means, with respect to any Lease Vehicle, the earlier of (x) the last Business Day of the month that
is 48 months after the month in which the Vehicle Operating Lease Commencement Date occurs with respect to such Lease Vehicle and
(y) the last Business Day of the month that is 72 months after December 31 of the calendar year prior to the model year of such
Lease Vehicle.


 


“Maximum Repurchase
Price” means, as of any date of determination, with respect to any Lease Vehicle that is a HVIF Program Vehicle as of
such date, the Repurchase Price that would be applicable with respect to such Lease Vehicle under the terms of the related HVIF
Manufacturer Program, assuming that (i) no Depreciation Charges have accrued or have been applied with respect to such Lease Vehicle
under such HVIF Manufacturer Program, (ii) the HVIF Excess Damage Charges and HVIF Excess Mileage Charges with respect to such
Lease Vehicle are zero, (iii) no minimum holding period applies with respect to such Lease Vehicle and (iv) all other applicable
requirements for return (including the return) of such Lease Vehicles under such HVIF Manufacturer Program have been complied with.


 


“Minimum Program
Term End Date” means, as of any date of determination and with respect to any Lease Vehicle that is a HVIF Program Vehicle
as of such date, the date determined based on the terms of the related HVIF Manufacturer Program, assuming compliance with all
of the applicable requirements of such HVIF Manufacturer Program, after which either (i) the Manufacturer may become obligated
to repurchase or guarantee the amount of disposition proceeds realized with respect to such HVIF Program Vehicle or (ii) the price
at which the related Manufacturer is obligated to repurchase such Lease Vehicle or the amount of disposition proceeds that is guaranteed
by such Manufacturer in respect of such Lease Vehicle in either case pursuant to such HVIF Manufacturer Program is first reduced
by the passage of time.


 


“Monthly Base
Rent” has the meaning specified in Section 4.2 of the HVIF Lease.


 


“Monthly Blackbook
Mark” means, with respect to any HVIF Eligible Vehicle, as of any date Black Book obtains market values that it intends
to return to HVIF (or the HVIF Administrator on HVIF’s behalf), the market value for the model class and model year of such
HVIF Eligible Vehicle (based on such HVIF Eligible Vehicle’s actual mileage, as recorded in Hertz’s fleet management
system, and based on the average equipment for such model class and model year), as quoted in the Blackbook Guide most recently
available as of such date.


 


“Monthly Casualty
Report” has the meaning specified in Section 4.6 of the HVIF Lease.


 


“Monthly NADA
Mark” means, with respect to any HVIF Eligible Vehicle, as of any date NADA obtains market values that it intends to
return to HVIF (or the HVIF Administrator on HVIF’s behalf), the market value for the model class and model year of such
HVIF Eligible Vehicle (based on such HVIF Eligible Vehicle’s actual mileage, as recorded in Hertz’s fleet management
system, and based on the average equipment for such model class and model year), as quoted in the NADA Guide most recently available
as of such date.


 






    	 	Schedule I - 18	 



     


    







 


“Monthly Servicing
Fee” has the meaning specified in Section 6.4 of the HVIF Lease.


 


“Monthly Variable
Rent” has the meaning specified in Section 4.5 of the HVIF Lease.


 


“Moody’s”
means Moody’s Investors Service.


 


“MSRP”
means, with respect to each Lease Vehicle, the Manufacturer’s suggested retail price for such Lease Vehicle, as determined
by the Servicer in its reasonable discretion based on information from the Manufacturer and such Lease Vehicle’s make, model,
options and characteristics.


 


“Multiemployer
Plan” means any Employee Benefit Plan which is a “multiemployer plan” which is sponsored, maintained or contributed
to by, or required to be contributed by, the Lessee or its ERISA Affiliates that is defined in Section 3(37) of ERISA.


 


“NADA”
means the National Automobile Dealers Association.


 


“NADA Guide”
means the National Automobile Dealers Association, Official Used Car Guide, Eastern Edition.


 


“Net Book Value”
means, with respect to any Lease Vehicle, as of any date of determination, the excess (if any) of (i) the Capitalized Cost of such
Lease Vehicle over (ii) the Accumulated Depreciation with respect to such Lease Vehicle, in each case as of such date.


 


“Net Purchase
Price” means, with respect to any Lease Vehicle, the gross cash payment made by an Affiliate of HVIF or by HVIF to an
unaffiliated third party for the purchase of such Lease Vehicle minus any Incentive Rebate Receivables with respect to such
Lease Vehicle.


 


“Nominee”
means the party named as such in the Nominee Agreement.


 


“Nominee Agreement”
means the Fourth Amended and Restated Vehicle Title Nominee Agreement, dated as of December 3, 2015, by and among Hertz Vehicles
LLC, HGI, HVF, Hertz, RCFC, the RCFC Collateral Agent, the Collateral Agent and those various “Nominating Parties”
from time to time party thereto, as amended, modified or supplemented from time to time in accordance with its terms.


 


“Nominee Servicer”
has the meaning specified in the Nominee Agreement.


 


“Non-Franchisee
Third Party Sublease Contractual Criteria” means, with respect to the sublease of Lease Vehicles by a Lessee to a Person
other than a franchisee, the related sublease:


 


(c)          states in writing that it is subject to the terms and conditions of the HVIF Lease and is subject and subordinate in all
respects to the HVIF Lease;


 


(d)          does not permit the termination date for such subleased Lease Vehicles under such sublease to exceed the Maximum Lease Termination
Date with respect to such Lease Vehicle under the HVIF Lease;


 


(e)          other than renting such subleased Lease Vehicles to customers in the ordinary course of such Person’s business, prohibits
such Person from subleasing such Lease Vehicles or otherwise assigning any of its rights with respect to such Lease Vehicles or
assigning any of its rights or obligations in, to or under such sublease;


 


(f)           limits
such sublessee’s use of such subleased Lease Vehicles to primarily in the United States, with limited use in Canada and
Mexico (which will include all normal course movements of vehicles across borders in connection with customer rentals and
following any such movements until convenient to return such Lease Vehicles to the United States, in each case in the
sublessee’s course of business);


 






    	 	Schedule I - 19	 



     


    

 


(g)          requires such sublessee to report the location of such subleased Lease Vehicles no less frequently than weekly and grant
inspection rights to the applicable Lessee upon reasonable request of such Lessee;


 


(h)          prohibits such sublessee from using any such subleased Lease Vehicles in violation of any laws or regulations or contrary
to the provisions of any applicable insurance policy;


 


(i)           contains an express acknowledgement and agreement from such sublessee that each such subleased Lease Vehicle is at all times
the property of the Lessor and that such sublessee acquires no right, title or interest in or to such Lease Vehicle except a leasehold
interest with respect to such subleased Lease Vehicle, subject to the HVIF Lease;


 


(j)           allows the Lessor or such Lessee, upon the occurrence of an event of default pursuant to such sublease, to enter the premises
where such subleased Lease Vehicles may be located and take possession of such subleased Lease Vehicles;


 


(k)          contains an express covenant from such sublessee that prior to the date that is one year and one day after the payment of
the latest maturing HVIF Note, it will not institute against or join with any other Person in instituting against the Lessor, HVIF
or the Nominee, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under
any federal or state bankruptcy or similar law;


 


(l)           states that such sublease shall terminate upon the termination of the HVIF Lease; and


 


(m)         requires that the Lease Vehicles subleased under such sublease must primarily be used in in the course of such Person’s
daily car rental business.


 


“Non-Program
Vehicle Special Default Payment Amount” means, with respect to any Payment Date and any (i) Lease Vehicle (a) that was
a HVIF Non-Program Vehicle as of its Vehicle Operating Lease Expiration Date, (b) the Vehicle Operating Lease Expiration Date for
which occurred during the Related Month with respect to such Payment Date, (c) the Vehicle Operating Lease Expiration Date for
which did not occur due to a sale by HVIF pursuant to the HVIF Lease or the Purchase Agreement, and (d) that did not become a Casualty
or an Ineligible Vehicle during such Related Month, an amount equal to (I) the sum of all Program Vehicle Special Default Payment
Amounts payable by the Lessees on such Payment Date and the eleven (11) Payment Dates preceding such Payment Date divided by
(II) the number of HVIF Program Vehicles that were turned back to Manufacturers or sold through auctions conducted by or through
HVIF Manufacturers during the twelve (12) Related Months with respect to such twelve (12) Payment Dates and (ii) any other Lease
Vehicle, zero.


 


“Nonconforming
Lease Vehicle” means any vehicle made available for lease by the Lessor to the applicable Lessee pursuant to a Lease
Vehicle Acquisition Schedule that does not conform in all material respects to the Basic Lease Vehicle Information with respect
to such vehicle.


 


“Officer’s
Certificate” has the meaning specified in the HVIF Base Indenture.


 


“Operating Lease
Commencement Date” has the meaning specified in Section 3.2 of the HVIF Lease.


 


“Operating Lease
Expiration Date” has the meaning specified in Section 3.2 of the HVIF Lease.


 






    	 	Schedule I - 20	 



     


    







 


“Past Due Amounts”
means, with respect to any HVIF Manufacturer, the amount that such HVIF Manufacturer shall have failed to pay when due under such
HVIF Manufacturer’s HVIF Manufacturer Program with respect to a HVIF Eligible Vehicle turned in to such HVIF Manufacturer
with respect to which such failure shall have continued for more than one hundred twenty (120) days following the Due Date.


 


“Payment Date”
means the 25th day of each calendar month, or if such date is not a Business Day, the next succeeding Business Day, commencing
on December 28, 2020.


 


“PBGC”
means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor thereto).


 


“Pension Plan”
means any Employee Benefit Plan which is sponsored, maintained or contributed to by, or required to be contributed by, the Lessee
or its ERISA Affiliates, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section
302 of ERISA.


 


“Permitted Lessee”
has the meaning specified in Section 12 of the HVIF Lease.


 


“Permitted Lien”
means (i) Liens for current taxes not delinquent or for taxes being contested in good faith and by appropriate proceedings, and
with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP, (i) mechanics’,
materialmen’s, landlords’, warehousemen’s and carriers’ Liens, and other Liens imposed by law, securing
obligations that are not more than thirty days past due or are being contested in good faith and by appropriate proceedings and
with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP and (iii) Liens
in favor of the Trustee pursuant to the HVIF Base Indenture and any HVIF Series Supplement and Liens in favor of the Collateral
Agent pursuant to the Collateral Agency Agreement.


 


“Person”
means any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company,
joint stock company, corporation, trust, unincorporated organization or Governmental Authority.


 


“Plan”
means any “employee pension benefit plan”, as such term is defined in ERISA, that is subject to Title IV of ERISA (other
than a “multiemployer plan”, as defined in Section 4001 of ERISA) and to which any company in the Controlled Group
has liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA
for any time within the preceding five years or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.


 


“Pledged Master
Collateral” has the meaning specified in the Collateral Agency Agreement.


 


“Pre-VOLCD Program
Vehicle Depreciation Amount” means, as of any date of determination, with respect to (a) any Lease Vehicle that was a
HVIF Program Vehicle as of the Vehicle Operating Lease Commencement Date with respect to such Lease Vehicle and was not, prior
to such Vehicle Operating Lease Commencement Date, leased by Hertz or any Affiliate thereof to Hertz or any Affiliate thereof,
an amount equal to the excess, if any, of (i) the depreciation charges scheduled to accrue pursuant to the terms of the HVIF Manufacturer
Program with respect to such Lease Vehicle, if any, prior to such Vehicle Operating Lease Commencement Date over (ii) all payments
in respect of clause (i) made by the Lessee to the Lessor pursuant to Section 4.7.1 of the HVIF Lease or Section
4.9 of the HVIF Lease on or prior to such date and (b) any other Lease Vehicle, zero.


 


“Principal Amount”
means, with respect to the HVIF Notes, the “HVIF Principal Amount”.


 


“Program Vehicle”
means a HVIF Program Vehicle.


 






    	 	Schedule I - 21	 



     


    







 


“Program Vehicle
Depreciation Assumption True-Up Amount” means, as of any date of determination, with respect to:


 


(a)         any Lease Vehicle (x) that was a HVIF Program Vehicle as of the Vehicle Operating Lease Commencement Date for such Lease
Vehicle, and (y) to which an Estimation Period applied, during which one or more calendar months ended, and which Estimation Period
has ended as of such date, an amount equal to:


 


(i)           an amount equal to the aggregate of all Base Rent that would have been paid with respect to such Lease Vehicle calculated
utilizing the Depreciation Charge that would have been applicable to such Lease Vehicle pursuant to the HVIF Manufacturer Program
related to such Lease Vehicle for the period during which such Initially Estimated Depreciation Charges were utilized, had such
Depreciation Charge been known, or otherwise available, to the Servicer during such period; minus


 


(ii)          the aggregate of all Monthly Base Rent with respect to such Lease Vehicle paid or payable prior to such date calculated
utilizing the Initially Estimated Depreciation Charges with respect to such Lease Vehicle; and


 


(b)         any other Lease Vehicle, zero.


 


“Program Vehicle
Special Default Payment Amount” means, with respect to any Payment Date and any Lease Vehicle (a) that was a HVIF Program
Vehicle on its Turnback Date and (b) with respect to which such Turnback Date occurred during the Related Month with respect to
such Payment Date, an amount equal to the sum of the HVIF Excess Damage Charges and HVIF Excess Mileage Charges with respect to
such Lease Vehicle, if any.


 


“Purchase Agreement”
means the Master Purchase and Sale Agreement, dated as of November 25, 2013, by and among HVF, as transferor, HGI, as transferor,
Hertz, as transferor, and the new transferors party thereto from time to time.


 


“Qualified Insurer”
means a financially sound and responsible insurance company duly authorized and licensed where required by law to transact business
and having a general policy rating of “A” or better by A.M. Best Company, Inc.


 


“Rating Agency”
means, with respect to any HVIF Series of Notes, “Rating Agency” as defined in the HVIF Base Indenture or the HVIF
Series Supplement with respect to such HVIF Series of Notes.


 


“Rating Agency
Condition” means all Series-Specific Rating Agency Conditions.


 


“RCFC”
means Rental Car Finance LLC (f/k/a Rental Car Finance Corp.), an Oklahoma corporation (for the avoidance of doubt, including its
successors by operation of a statutory conversion to a limited liability company).


 


“RCFC Collateral
Agent” means Deutsche Bank Trust Company Americas, in its capacity as collateral agent under the RCFC Collateral Agency
Agreement.


 


“RCFC Collateral
Agency Agreement” has the meaning specified in the Nominee Agreement.


 


“Redesignation
to Non-Program Amount” has the meaning specified in Section 2.5(e) of the HVIF Lease.


 






    	 	Schedule I - 22	 



     


    







 


“Redesignation
to Program Amount” has the meaning specified in Section 2.5(f) of the HVIF Lease.


 


“Reference Rate”
means the Federal Funds Rate.


 


“Rejection Date”
has the meaning specified in Section 2.1(d) of the HVIF Lease.


 


“Rejected Vehicle”
has the meaning specified in Section 2.1(d) of the HVIF Lease.


 


“Related Month”
means, (i) with respect to any Payment Date or Determination Date, the most recently ended calendar month and (ii) with respect
to any other date, the calendar month in which such date occurs; provided, however, that with respect to the preceding
clause (i), the initial Related Month shall be the period from and including the HVIF Closing Date to and including the
last day of the calendar month in which the HVIF Closing Date occurs.


 


“Rent”
means Base Rent and Monthly Variable Rent, collectively.


 


“Repurchase
Price” with respect to any HVIF Program Vehicle:


 


(a)          subject to a Repurchase Program, means the gross price paid or payable by the Manufacturer thereof to repurchase such HVIF
Program Vehicle pursuant to such Repurchase Program; and


 


(b)          subject to a HVIF Guaranteed Depreciation Program, means the gross amount that the Manufacturer thereof guarantees will
be paid to the owner of such HVIF Program Vehicle upon the disposition of such HVIF Program Vehicle pursuant to such HVIF Guaranteed
Depreciation Program.


 


“Repurchase
Program” means a program pursuant to which a Manufacturer or one or more of its Affiliates has agreed to repurchase (prior
to any attempt to sell to a third party) HVIF Eligible Vehicles manufactured by such Manufacturer or one or more of its Affiliates
during a specified period.


 


“Requirement
of Law” means, with respect to any Person or any of its property, the certificate of incorporation or articles of association
and by-laws, limited liability company agreement, partnership agreement or other organizational or governing documents of such
Person or any of its property, and any law, treaty, rule or regulation, or determination of any arbitrator or Governmental Authority,
in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is
subject, whether federal, state or local.


 


“Resigning Lessee”
has the meaning specified in Section 25 of the HVIF Lease.


 


“SEC”
means the Securities and Exchange Commission.


 


“Series 2013-G1
Lease” means the Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement (Series 2013-G1),
dated as of October 31, 2014, among Hertz Vehicle Financing LLC, as lessor, DTG, as a lessee, Hertz, as a lessee, as servicer and
as guarantor, and those Permitted Lessees (as defined therein) from time to time becoming Lessees (as defined therein) party thereto,
as amended, restated, modified or supplemented from time to time in accordance with its terms.


 


“Series 2020-1
Supplement” means the Series 2020-1 Supplement, dated as of November 25, 2020, by and among the HVIF, Deutsche Bank
AG, New York Branch, as administrative agent, Apollo Capital Management, L.P., as controlling party, Hertz, as administrator, certain
noteholders party thereto from time to time and the Trustee to the HVIF Base Indenture, to the HVIF Base Indenture.


 






    	 	Schedule I - 23	 



     


    







 


“Series of Notes”
or “Series” means each Series of Notes issued and authenticated pursuant to the HVIF Base Indenture and the
applicable series supplement.


 


“Series-Specific
Rating Agency Condition” means, with respect to each HVIF Series of Notes, each “Rating Agency Condition”
as defined in the applicable HVIF Series Supplement.


 


“Servicer”
has the meaning specified in the Preamble of the HVIF Lease.


 


“Servicer Default”
has the meaning specified in Section 9.6 of the HVIF Lease.


 


“Servicing Standard”
means servicing that is performed with the promptness, diligence and skill that a reasonably prudent Person would exercise in comparable
circumstances and that:


 


(a)          taken as a whole (i) is usual and customary in the daily motor vehicle rental, fleet leasing and/or equipment rental or
leasing industry or (ii) to the extent not usual and customary in any such industry, reflects changed circumstances, practices,
technologies, tactics, strategies or implementation methods and, in each case, is behavior that the Servicer or its Affiliates
would undertake were the Servicer the owner of the Lease Vehicles and that would not reasonably be expected to have a Lease Material
Adverse Effect with respect to the Lessor;


 


(b)          with respect to the Lessor or any Lessee, would enable the Servicer to cause the Lessor or such Lessee to comply in all
material respects with all the duties and obligations of the Lessor or such Lessee, as applicable, under the HVIF Lease; and


 


(c)          with respect to the Lessor or any Lessee, causes the Servicer, the Lessor and/or such Lessee to remain in compliance with
all Requirements of Law, except to the extent that failure to remain in such compliance would not reasonably be expected to result
in a Lease Material Adverse Effect with respect to the Lessor.


 


“Special Term”
means, with respect to any Lease Vehicle titled in any state or commonwealth set forth below, the period specified in the table
below opposite such state or commonwealth:


 


	Jurisdiction of Title	Special Term
	State of Illinois	One (1) year
	State of Iowa	eleven (11) months
	State of Maine	eleven (11) months
	State of Maryland	180 days
	Commonwealth of Massachusetts	eleven (11) months
	State of Nebraska	thirty (30) days
	State of South Dakota	twenty-eight (28) days
	State of Texas	181 days
	State of Vermont	eleven (11) months
	Commonwealth of Virginia	eleven (11) months
	State of West Virginia	thirty (30) days


 






    	 	Schedule I - 24	 



     


    

 


“Term”
has the meaning specified in Section 3.2 of the HVIF Lease.


 


“Transferee
Lessee” has the meaning specified in Section 2.2(b) of the HVIF Lease.


 


“Transferor
Lessee” has the meaning specified in Section 2.2(b) of the HVIF Lease.


 


“Trustee”
has the meaning specified in the HVIF Base Indenture.


 


“Turnback Date”
means, with respect to any Lease Vehicle that is a HVIF Program Vehicle, the date on which such Lease Vehicle is accepted for return
by a Manufacturer or its agent pursuant to its HVIF Manufacturer Program.


 


“Vehicle”
means a passenger automobile, van or light-duty truck.


 


“Vehicle Funding
Date” has the meaning specified in Section 3.1(a) of the HVIF Lease.


 


“Vehicle Operating
Lease Commencement Date” has the meaning specified in Section 3.1(a) of the HVIF Lease.


 


“Vehicle Operating
Lease Expiration Date” has the meaning specified in Section 3.1(b)(iii) of the HVIF Lease.


 


“Vehicle Term”
has the meaning specified in Section 3.1(b) of the HVIF Lease or Section 3.1(c)(ii) of the HVIF Lease, as applicable.


 


“VIN”
means, with respect to a Lease Vehicle, such Lease Vehicle’s vehicle identification number.


 






    	 	Schedule I - 25