Exhibit
4.9.26.2


 


EXECUTION
VERSION


 


 










 


SERIES 2008-1 NOTE PURCHASE
AGREEMENT


 


(SERIES
2008-1 VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTES)


 


dated
as of September 12, 2008,


 


among


 


HERTZ
VEHICLE FINANCING LLC,


 


THE
HERTZ CORPORATION,


as
Administrator,


 


CERTAIN
CONDUIT INVESTORS,


each
as a Conduit Investor,


 


CERTAIN
FINANCIAL INSTITUTIONS,


each
as a Committed Note Purchaser,


 


CERTAIN
FUNDING AGENTS,


 


and


 


DEUTSCHE
BANK SECURITIES INC.,


as
Administrative Agent


 






 





















 


TABLE
OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
  2

  
	
   

  	
   

  
	
  SECTION 1.01  
  Definitions

  	
  2

  
	
   

  	
   

  
	
  ARTICLE II PURCHASE AND SALE OF SERIES 2008-1 NOTES

  	
  11

  
	
   

  	
   

  
	
  SECTION 2.01  
  The Initial Note Purchase

  	
  11

  
	
  SECTION 2.02  
  Advances

  	
  11

  
	
  SECTION 2.03  
  Borrowing Procedures

  	
  12

  
	
  SECTION 2.04  
  The Series 2008-1 Notes

  	
  13

  
	
  SECTION 2.05  
  Commitment Terms

  	
  14

  
	
  SECTION 2.06  
  Selection of Interest Rates

  	
  14

  
	
  SECTION 2.07  
  Reduction in Commitment Amount

  	
  14

  
	
   

  	
   

  
	
  ARTICLE III INTEREST AND FEES

  	
  14

  
	
   

  	
   

  
	
  SECTION 3.01  
  Interest

  	
  14

  
	
  SECTION 3.02  
  Fees

  	
  15

  
	
  SECTION 3.03  
  Eurodollar Lending Unlawful

  	
  15

  
	
  SECTION 3.04  
  Deposits Unavailable

  	
  16

  
	
  SECTION 3.05  
  Increased or Reduced Costs, etc.

  	
  16

  
	
  SECTION 3.06  
  Funding Losses

  	
  17

  
	
  SECTION 3.07  
  Increased Capital Costs

  	
  18

  
	
  SECTION 3.08  
  Taxes

  	
  18

  
	
  SECTION 3.09  
  Indenture Carrying Charges; Survival

  	
  19

  
	
   

  	
   

  
	
  ARTICLE IV OTHER PAYMENT TERMS

  	
  20

  
	
   

  	
   

  
	
  SECTION 4.01  
  Time and Method of Payment

  	
  20

  
	
   

  	
   

  
	
  ARTICLE V THE ADMINISTRATIVE AGENT AND THE FUNDING AGENTS

  	
  20

  
	
   

  	
   

  
	
  SECTION 5.01  
  Authorization and Action of the Administrative Agent

  	
  20

  
	
  SECTION 5.02  
  Delegation of Duties

  	
  20

  
	
  SECTION 5.03  
  Exculpatory Provisions

  	
  21

  
	
  SECTION 5.04  
  Reliance

  	
  21

  
	
  SECTION 5.05  
  Non-Reliance on the Administrative Agent and Other Purchasers

  	
  21

  
	
  SECTION 5.06  
  The Administrative Agent in its Individual Capacity

  	
  22

  
	
  SECTION 5.07  
  Successor Administrative Agent

  	
  22

  
	
  SECTION 5.08  
  Authorization and Action of Funding Agents

  	
  22

  
	
  SECTION 5.09  
  Delegation of Duties

  	
  23

  
	
  SECTION 5.10  
  Exculpatory Provisions

  	
  23

  
	
  SECTION 5.11  
  Reliance

  	
  23

  



 


i





















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  SECTION 5.12  
  Non-Reliance on the Funding Agent and Other Purchasers

  	
  24

  
	
  SECTION 5.13  
  The Funding Agent in its Individual Capacity

  	
  24

  
	
  SECTION 5.14  
  Successor Funding Agent

  	
  24

  
	
   

  	
   

  
	
  ARTICLE VI REPRESENTATIONS AND WARRANTIES

  	
  24

  
	
   

  	
   

  
	
  SECTION 6.01  
  HVF

  	
  24

  
	
  SECTION 6.02  
  Administrator

  	
  25

  
	
  SECTION 6.03  
  Conduit Investors

  	
  26

  
	
   

  	
   

  
	
  ARTICLE VII CONDITIONS

  	
  27

  
	
   

  	
   

  
	
  SECTION 7.01  
  Conditions to Issuance

  	
  27

  
	
  SECTION 7.02  
  Conditions to Initial Borrowing

  	
  29

  
	
  SECTION 7.03  
  Conditions to Each Borrowing

  	
  29

  
	
   

  	
   

  
	
  ARTICLE VIII COVENANTS

  	
  30

  
	
   

  	
   

  
	
  SECTION 8.01  
  Covenants

  	
  30

  
	
   

  	
   

  
	
  ARTICLE IX MISCELLANEOUS PROVISIONS

  	
  32

  
	
   

  	
   

  
	
  SECTION 9.01  
  Amendments

  	
  32

  
	
  SECTION 9.02  
  No Waiver; Remedies

  	
  33

  
	
  SECTION 9.03  
  Binding on Successors and Assigns

  	
  33

  
	
  SECTION 9.04  
  Survival of Agreement

  	
  34

  
	
  SECTION 9.05  
  Payment of Costs and Expenses; Indemnification

  	
  34

  
	
  SECTION 9.06  
  Characterization as Related Document; Entire Agreement

  	
  37

  
	
  SECTION 9.07  
  Notices

  	
  38

  
	
  SECTION 9.08  
  Severability of Provisions

  	
  38

  
	
  SECTION 9.09  
  Tax Characterization

  	
  38

  
	
  SECTION 9.10  
  No Proceedings; Limited Recourse

  	
  38

  
	
  SECTION 9.11  
  Confidentiality

  	
  40

  
	
  SECTION 9.12  
  Governing Law

  	
  40

  
	
  SECTION 9.13  
  Jurisdiction

  	
  40

  
	
  SECTION 9.14  
  Waiver of Jury Trial

  	
  41

  
	
  SECTION 9.15  
  Counterparts

  	
  41

  
	
  SECTION 9.16  
  Additional Investor Groups

  	
  41

  
	
  SECTION 9.17  
  Assignment

  	
  42

  



 


ii





















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  
	
   

  	
  EXHIBITS

  
	
   

  	
   

  
	
  SCHEDULE I

  	
  List
  of Conduit Investors and Committed Note Purchasers

  
	
  EXHIBIT A

  	
  Form of
  Advance Request

  
	
  EXHIBIT B

  	
  Form of
  Assignment and Assumption Agreement

  
	
  EXHIBIT C

  	
  Form of
  Investor Group Supplement

  
	
  EXHIBIT D

  	
  Form of
  Addendum

  



 


iii





















 


SERIES
2008-1 NOTE PURCHASE AGREEMENT


 


THIS SERIES 2008-1 NOTE PURCHASE AGREEMENT,
dated as of September 12, 2008 (as amended, supplemented, restated or
otherwise modified from time to time in accordance with the terms hereof, this “Agreement”),
is made among HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company
(“HVF”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz”
or the “Administrator”), the several commercial paper conduits listed on
Schedule I and their respective permitted successors and assigns (the “Conduit
Investors”; each, individually, a “Conduit Investor”), the several
financial institutions that serve as committed note purchasers set forth on Schedule
I hereto and the other financial institutions parties hereto pursuant to Section 9.17
(each a “Committed Note Purchaser”), the financial institution set forth
opposite the name of each Conduit Investor, or if there is no Conduit Investor
with respect to any Investor Group, the Committed Note Purchaser with respect
to such Investor Group, on Schedule I hereto and its permitted successor
and assign (the “Funding Agent” with respect to such Conduit Investor or
Committed Note Purchaser) DEUTSCHE BANK SECURITIES INC., in its capacity as
administrative agent for the Conduit Investors, the Committed Note Purchasers
and the Funding Agents (the “Administrative Agent”).


 


BACKGROUND


 


1.             Contemporaneously with the execution and delivery of
this Agreement, HVF, as issuer, and The Bank of New York Mellon Trust Company,
N.A. (formerly known as The Bank of New York Trust Company, N.A.), an Illinois
trust company, as trustee (together with its successors in trust thereunder as
provided in the Base Indenture referred to below, the “Trustee”) and as
Securities Intermediary, entered into the Series 2008-1 Supplement, of even
date therewith (as the same may be further amended, supplemented, restated or
otherwise modified from time to time in accordance with the terms thereof, the “Series 2008-1
Supplement”), to the Second Amended and Restated Base Indenture, dated as
of August 1, 2006 (as the same may be amended, supplemented, restated or
otherwise modified from time to time in accordance with the terms thereof, the “Base
Indenture” and, together with the Series 2008-1 Supplement, the “Indenture”),
between HVF and the Trustee, pursuant to which HVF issued one or more Series 2008-1
Variable Funding Rental Car Asset Backed Notes (the “Series 2008-1
Notes”).


 


2.             HVF wishes to issue the Series 2008-1 Notes in
favor of the Conduit Investors, or if there is no Conduit Investor with respect
to any Investor Group, the Committed Note Purchaser with respect to such
Investor Group, and obtain the agreement of the Conduit Investors or the
Committed Note Purchasers, as applicable, to make loans from time to time
(each, an “Advance”) for the purchase of Series 2008-1 Principal
Amounts, all of which Advances (including the Initial Advance) will constitute
Increases, and all of which Advances (including the Initial Advance) will be
evidenced by the Series 2008-1 Notes purchased in connection herewith and
will constitute purchases of Series 2008-1 Principal Amounts corresponding
to the amount of such Advances.  Subject
to the terms and conditions of this Agreement, each Conduit Investor 


 





















 


may
make Advances from time to time and each Committed Note Purchaser is willing to
commit to make Advances from time to time, to fund purchases of Series 2008-1
Principal Amounts in an aggregate outstanding amount up to the Maximum Investor
Group Principal Amount for the related Investor Group until the commencement of
the Series 2008-1 Rapid Amortization Period.  Hertz has joined in this Agreement to confirm
certain representations, warranties and covenants made by it as Administrator
for the benefit of each Conduit Investor and each Committed Note Purchaser.


 


ARTICLE I


DEFINITIONS


 


SECTION 1.01   Definitions.  As used in this Agreement and unless the
context requires a different meaning, capitalized terms used but not defined
herein (including the preamble and the recitals hereto) shall have the meanings
assigned to such terms in Article 1 of the Series 2008-1 Supplement
or in the Definitions List attached to the Base Indenture as Schedule I,
as applicable.  In addition, the
following terms shall have the following meanings and the definitions of such
terms are applicable to the singular as well as the plural form of such terms
and to the masculine as well as the feminine and neuter genders of such terms:


 


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


 


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


 


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


 


“Additional Investor Group” means,
collectively, a Conduit Investor, if any, and the Committed Note Purchaser(s) with
respect to such Conduit Investor or, if there is no Conduit Investor with
respect to any Investor
Group the Committed Note Purchaser(s) with respect to such Investor Group,
in each case, that becomes party hereto as of any date after the Series 2008-1
Closing Date pursuant to Section 9.16 in connection with an
increase in the Series 2008-1 Maximum Principal Amount; provided
that, for the avoidance of doubt, an Investor Group that is both an Additional
Investor Group and an Acquiring Investor Group shall be deemed to be an
Additional Investor Group solely in connection with, and to the extent of, the
commitment of such Investor Group that increases the Series 2008-1 Maximum
Principal Amount when such Additional Investor Group becomes a party hereto and
Additional Series 2008-1 Notes are issued pursuant to Sections 2.1 and 5.1
of the Series 2008-1 Supplement, and references herein to such an Investor
Group as an “Additional Investor Group” shall not include the commitment of
such Investor Group as an Acquiring Investor Group (the Maximum Investor Group
Principal Amount of any such “Additional Investor Group” shall not include any
portion of the Maximum Investor Group Principal Amount of such Investor Group
acquired pursuant to an assignment to such Investor Group as an Acquiring
Investor Group, whereas references to the Maximum Investor Group Principal
Amount of such “Investor Group” shall include the entire Maximum Investor Group
Principal Amount of such Investor Group as both as Additional Investor Group
and an Acquiring Investor Group).


 


2


















 


“Additional Investor Group Initial Principal Amount”
means, with respect to each Additional Investor Group on the date such
Additional Investor Group becomes a party hereto, the initial principal amount
on such date of the Series 2008-1 Notes issued to such Additional Investor
Group, which shall be an amount equal to such Additional Investor Group’s
Commitment Percentage of the principal amount of outstanding Series 2008-1
Notes as of such date (after giving effect to the issuance of such Additional
Investor Group’s Series 2008-1 Notes).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Change in Law” means
(a) any law, rule or regulation or any change therein or in the
interpretation or application thereof (whether or not having the force of law),
in each case, adopted, issued or occurring after the Series 2008-1 Closing
Date or (b) any request, guideline or directive (whether or not having the
force of law) from any government or political subdivision or agency,
authority, bureau, central bank, commission, department or instrumentality
thereof, or any court, tribunal, grand jury or arbitrator, or any accounting
board or authority (whether or not part of government) which is responsible for
the establishment or interpretation of national or international accounting principles,
in each case, whether foreign or domestic (each an “Official Body”)
charged with the administration, interpretation or application thereof, or the
compliance with any request or directive of any Official Body (whether or not
having the force of law) made, issued or occurring after the Series 2008-1
Closing Date.


 


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


 


3

















 


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


 


“Commitment Percentage”
means, on any date of determination, with respect to any Investor Group, the
ratio, expressed as a percentage, which such Investor Group’s Maximum Investor
Group Principal Amount bears to the Series 2008-1 Maximum Principal Amount
on such date.


 


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


 


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


 


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


 


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


 


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


 


“CP Rate” means, with
respect to each Conduit Investor (i) for any day during any Series 2008-1
Interest Period funded by a Conduit Investor set forth in Schedule I
hereto or any other Conduit Investor that elects in its Assignment and
Assumption Agreement to make this clause (i) applicable
(collectively, the “Conduits”), the per annum rate equivalent to the
weighted average of the per annum rates paid or payable by such Conduits from
time to time as interest on or otherwise (by means of interest rate hedges or
otherwise taking into consideration any incremental carrying costs associated
with short term promissory notes issued by such Conduits maturing on dates
other than those certain dates on which such Conduits are to receive funds) in
respect of the promissory notes issued by such Conduits that are allocated in
whole or in part by their respective Funding Agent (on behalf of such Conduits)
to fund or maintain the Series 2008-1 Principal Amount or that are issued
by such Conduits specifically to fund or maintain the Series 2008-1
Principal Amount, in each case, during such period, as determined by their
respective Funding Agent (on behalf of such Conduits), including (x) the
commissions of placement agents and dealers in respect of such promissory
notes, to the extent such commissions are allocated, in whole or in part, to
such promissory notes by the related Committed Note Purchasers (on behalf of
such Conduits), (y) all reasonable costs and expenses of any issuing and
paying agent or other person


 


4

















 


responsible
for the administration of such Conduits’ commercial paper programs in
connection with the preparation, completion, issuance, delivery or payment of Series 2008-1
Commercial Paper, and (z) the costs of other borrowings by such Conduits
including, without limitation, borrowings to fund small or odd dollar amounts
that are not easily accommodated in the commercial paper market; provided,
however, that if any component of such rate is a discount rate, in
calculating the CP Rate, the respective Funding Agent for such Conduits shall
for such component use the rate resulting from converting such discount rate to
an interest bearing equivalent rate per annum and (ii) for any Series 2008-1
Interest Period for any portion of the Commitment of the related Investor Group
funded by any other Conduit Investor, the “CP Rate” applicable to such Conduit
Investor as set forth in its Assignment and Assumption Agreement.


 


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


 


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


 


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


 


(i)                                     no Eurodollar Interest Period may end
subsequent to the August 2010 Payment Date; and


 


(ii)                                  upon the occurrence and during the
continuation of the Series 2008-1 Rapid Amortization Period, any
Eurodollar Interest Period may be terminated at the election of the related
Funding Agent by notice to HVF and the Administrator, and upon such election
the Eurodollar Advances in respect of which interest was calculated by
reference to such terminated Eurodollar Interest Period shall be converted to Series 2008-1
Base Rate Tranches or included in the Series 2008-1 CP Tranche until
payment in full of the Series 2008-1 Notes.


 


“Eurodollar Office”
means, the office of the related Funding Agent designated as
such below its name on the signature page hereof, if any, or such other
office of such Funding Agent as designated from time to time by written notice
from such Funding Agent to HVF, whether or not outside the United States, which
shall be making


 


5

















 


or maintaining Eurodollar
Advances of the Committed Note Purchasers in its Investor Group hereunder.


 


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


 


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


 




	
   

  	
  Eurodollar Rate =

  	
  Eurodollar Rate

  	
   

  
	
   

  	
  (Reserve Adjusted)

  	
  1.00 – Eurodollar
  Reserve Percentage

  	
   

  






 


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


 


“Eurodollar Reserve
Percentage” means, for any Eurodollar Interest Period, the reserve
percentage (expressed as a decimal) equal to the maximum aggregate reserve
requirements (including all basic, emergency, supplemental, marginal and other reserves
and taking into account any transitional adjustments or other scheduled changes



 


6

















 


in
reserve requirements) specified under regulations issued from time to time by
the F.R.S. Board and then applicable to assets or liabilities consisting of and
including “Eurocurrency Liabilities,” as currently defined in Regulation D of
the F.R.S. Board, having a term approximately equal or comparable to such
Eurodollar Interest Period.


 


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


 


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


 


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


 


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


 


“Increase Date” shall
mean the Business Day on which an Increase in the Series 2008-1 Principal
Amount occurs.


 


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


 


“Investor Group” means, (i) collectively,
a Conduit Investor, if any, and the Committed Note Purchaser(s) with
respect to such Conduit Investor or, if there is no Conduit Investor with
respect to any Investor Group, the Committed Note Purchaser(s) with
respect to such Investor Group, in each case, party hereto as of the Series 2008-1
Closing date and (ii) any Additional Investor Group.


 


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


 


“Investor Group Principal Amount” means, (a) with
respect to any Investor Group other than an Additional Investor Group, (i) when
used with respect to the Series 2008-1 Closing Date, such Investor Group’s
Commitment Percentage of the Series 2008-1 Initial Principal Amount and (ii) when
used with respect to any other date, an amount equal to (w) the Investor
Group Principal Amount with respect to such Investor Group on the immediately
preceding Business Day plus (x) the Investor Group Increase Amount
with respect to such Investor Group on such date minus (y) the
amount of principal payments made to such Investor Group pursuant to Section 3.5
of the Series 


 


7

















 


2008-1 Supplement on such
date plus (z) the amount of principal payments recovered from such
Investor Group by a trustee as a preference payment in a bankruptcy proceeding
of the Issuer or otherwise and (b) with respect to any Additional Investor
Group, (i) when used with respect to the date such Additional Investor
Group becomes a party hereto, such Additional Investor Group’s Additional
Investor Group Initial Principal Amount and (ii) when used with respect to
any other date, an amount equal to (w) the Investor Group Principal Amount
with respect to such Additional Investor Group on the immediately preceding
Business Day plus (x) the Investor Group Increase Amount with
respect to such Additional Investor Group on such date minus (y) the
amount of principal payments made to such Investor Group pursuant to Section 3.5
of the Series 2008-1 Supplement on such date plus (z) the
amount of principal payments recovered from such Additional Investor Group by a
trustee as a preference payment in a bankruptcy proceeding of the Issuer or
otherwise.


 


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


 


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


 


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


 


“Maximum Investor Group Principal Amount”
means, with respect to each Investor Group, the amount set forth opposite the
name of the Committed Note Purchaser included in such Investor Group on Schedule I,
as such amount may be increased or modified from time to time by written
agreement among the Committed Note Purchasers included in such Investor Group
on Schedule I hereto, the Administrator and HVF in accordance with the
terms hereof; provided that, on any day after the occurrence and during
the continuance of an Amortization Event with respect to the Series 2008-1
Notes, the Maximum Investor Group Principal Amount with respect to each
Investor Group shall not exceed the Investor Group Principal Amount for such
Investor Group.


 


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


 


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


 


“Program Fee Letter”
means that certain fee letter, dated as of the date hereof, by and among
each initial Conduit Purchaser, each initial Committed Note Purchaser, the
Administrative Agent and HVF setting forth the definition of Program Fee Rate
and the definition of Undrawn Fee.


 


 


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


 


8

















 


“Program Support
Agreement” means and includes any agreement entered into by any Program
Support Provider in respect of any Series 2008-1 Commercial Paper and/or Series 2008-1
Note providing for the issuance of one or more letters of credit for the
account of a Committed Note Purchaser or a Conduit Investor, the issuance of
one or more insurance policies for which a Committed Note Purchaser or a
Conduit Investor is obligated to reimburse the applicable Program Support
Provider for any drawings thereunder, the sale by a Committed Note Purchaser or
a Conduit Investor to any Program Support Provider of the Series 2008-1
Notes (or portions thereof or interests therein) and/or the making of loans
and/or other extensions of credit to a Committed Note Purchaser or a Conduit
Investor in connection with such Conduit Investor’s securitization program,
together with any letter of credit, insurance policy or other instrument issued
thereunder or guaranty thereof (but excluding any discretionary advance
facility provided by a Committed Note Purchaser).


 


“Program Support Provider”
means and includes any financial institutions and any other or additional Person
now or hereafter extending credit or having a commitment to extend credit to or
for the account of, and/or agreeing to make purchases from, a Committed Note
Purchaser or a Conduit Investor in respect of such Committed Note Purchaser’s
or Conduit Investor’s Series 2008-1 Commercial Paper and/or Series 2008-1
Note, and/or agreeing to issue a letter of credit or insurance policy or other
instrument to support any obligations arising under or in connection with such
Conduit Investor’s securitization program as it relates to any Series 2008-1
Commercial Paper issued by such Conduit Investor, in each case pursuant to a
Program Support Agreement and any guarantor of any such person.


 


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


 


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


 


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


 


“Series 2005-3 Rapid
Amortization Period” has the meaning set forth in the Series 2005-3
Supplement.


 


“Series 2005-4 Rapid
Amortization Period” has the meaning set forth in the Series 2005-4
Supplement.


 


“Series 2008-1 Base
Rate” means, on any day, a rate per annum equal to the sum of (i) the
greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Rate in effect on such day plus (ii) 0.50%.  Any change in the Series 2008-1 Base
Rate due to a change in the Prime Rate or the Federal Funds Rate shall be
effective as of the opening of business on the effective day of such change in
the Prime Rate or the Federal Funds Rate, respectively.  Changes in the rate of interest on that
portion of any Advances maintained as Series 2008-1 Base Rate Tranches
will take effect simultaneously with each change in the Series 2008-1 Base
Rate.


 


9

















 


 “Series 2008-1 Commitment Termination
Date” means August 15, 2010 or such later date designated in
accordance with Section 2.05 or such earlier date as the parties
hereto may agree in writing to terminate this Agreement.


 


“Series 2008-1
Related Documents” means the Related Documents relating to the Series 2008-1
Notes (including, without limitation, the Base Indenture, the Series 2008-1
Supplement, the Purchase Agreement, the HVF Lease, the Collateral Agency
Agreement and the Administration Agreement); provided that, for the
avoidance of doubt, any Related Document that relates solely to a Series of
Notes other than the Series 2008-1 Notes shall not be a Series 2008-1
Related Document and any Related Document that relates to the Series 2008-1
Notes and other Series of Notes shall be a Series 2008-1 Related
Document.


 


“Series 2008-1
Supplement” means that certain Series Supplement
to the Base Indenture, dated as of the date
hereof (as amended, modified, restated or supplemented from time to time
in accordance with the terms thereof), by and between HVF and The Bank of New
York Mellon Trust Company, N.A. (formerly known as the Bank of New York Trust
Company, N.A.), as Trustee, relating to, among other things, the issuance by
HVF of its Series 2008-1 Notes.


 


“Structuring Fee” has
the meaning set forth in the Structuring Fee Letter.


 


“Structuring Fee Letter”
means that certain fee letter, dated as of the date hereof, by and among
each initial Conduit Purchaser, each initial Committed Note Purchaser, the
Administrative Agent and HVF setting forth the definition of Structuring Fee.


 


“Syndication Agreement”
means that certain syndication agreement, dated as of the date hereof, by
and among each initial Conduit Purchaser, each initial Committed Note Purchaser
and HVF.


 


“Syndication Fee Letter” means that certain fee letter, dated as of the date
hereof, by and among Barclays Bank PLC, Sheffield Receivables Corporation,
Deutsche Bank Securities, Inc., Deutsche Bank AG, New York Branch,
Nantucket Funding Corp., LLC and HVF setting forth certain defined terms
relating to fees payable for syndication.


 


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


 


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


 


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


 


“Weighted Average CP Rate” means, with respect
to any Series 2008-1 Interest Period, the weighted average of the CP Rates
applicable to each Advance funded or maintained during such Series 2008-1
Interest Period through the issuance of Series 2008-1 Commercial Paper.


 


10














 


ARTICLE II


PURCHASE AND SALE OF SERIES 2008-1 NOTES


 


SECTION 2.01   The Initial Note
Purchase.  On the terms and
conditions set forth in the Indenture and this Agreement, and in reliance on
the covenants, representations and agreements set forth herein and therein, HVF
will cause the Trustee to issue the Series 2008-1 Notes on the Series 2008-1
Closing Date.  Such Series 2008-1
Notes for each Investor Group will be dated the Series 2008-1 Closing
Date, registered in the name of the respective Funding Agent or its nominee, as
agent for the related Conduit Investor, if any, and the Committed Note
Purchaser(s), or in such other name as the respective Funding Agent may
request, and will be duly authenticated in accordance with the provisions of
the Indenture.


 


SECTION 2.02   Advances.  (a)  Subject to the terms and conditions
of this Agreement and the Series 2008-1 Supplement, each Conduit Investor,
if any may and, if such Conduit Investor determines that it will not make an
Advance or any portion of an Advance, its related Committed Note Purchaser(s) or,
if there is no Conduit Investor with respect to any Investor Group, the
Committed Note Purchaser(s) with respect to such Investor Group, shall, to
the extent such Conduit Investor does not make such Advance or there is no such
Conduit Investor with respect to an Investor Group, and the Series 2008-1
Commitment Termination Date has not occurred, upon HVF’s request, delivered in
accordance with the provisions of Section 2.03, and the
satisfaction of all conditions precedent thereto, make Advances from time to
time during the Series 2008-1 Revolving Period; provided, that,
such Advances shall be made ratably by each Conduit Investor, if any, based on
the respective Commitment Percentage of its Investor Group and the portion of
any such Advance made by a Committed Note Purchaser shall be its Committed Note
Purchaser Percentage of the Commitment Percentage with respect to the related
Investor Group; provided, that no Advance shall be required or permitted
to be made on any date if, after giving effect to such Advance, (i) such
related Investor Group Principal Amount would exceed the Maximum Investor Group
Principal Amount, (ii) the Series 2008-1 Principal Amount would
exceed the Series 2008-1 Maximum Principal Amount, (iii) a Series 2008-1
Enhancement Deficiency or an Aggregate Asset Amount Deficiency exists or would
exist as a result of such Advance, or (iv) an Amortization Event,
Potential Amortization Event, Liquidation Event of Default or Limited
Liquidation Event of Default, in each case, with respect to the Series 2008-1
Notes exists or would exist as a result of such Advance. If a Conduit Investor
elects not to fund the full amount of its Commitment Percentage of the Series 2008-1
Initial Principal Amount (or, in the case of a Conduit Investor in an
Additional Investor Group, the Additional Investor Group Initial Principal
Amount with respect to such Additional Investor Group) or a requested Increase,
such Conduit Investor shall notify the Administrative Agent and the Funding
Agent with respect to such Conduit Investor, and each Committed Note Purchaser
with respect to such Conduit Investor shall fund its Committed Note Purchaser
Percentage of the portion of the Commitment Percentage with respect to such
Investor Group of the Series 2008-1 Initial Principal Amount (or, in the
case of a Committed Note Purchaser in an Additional Investor Group, the
applicable portion of the Additional Investor Group Initial Principal Amount
with respect to such Additional Investor Group) or  such Increase, as the case may be, not funded
by such Conduit Investor.


 


11

















 


(b)           Subject
to Section 9.10(b), each Conduit Investor hereby agrees with
respect to itself that it will use commercially reasonable efforts to fund
Advances made by its Investor Group through the issuance of Series 2008-1
Commercial Paper; provided, that (i) no Conduit Investor will have
any obligation to use commercially reasonable efforts to fund Advances made by
its Investor Group through the issuance of Series 2008-1 Commercial Paper
at any time (x) an Amortization Event has occurred and is continuing or (y) the
funding of such Advance through the issuance of Series 2008-1 Commercial
Paper would be prohibited by the program documents governing such Conduit
Investor’s commercial paper program, (ii) nothing herein is (or shall be
construed) as a commitment by any Conduit Investor to fund any Advance through
the issuance of Series 2008-1 Commercial Paper, and (iii) notwithstanding
anything herein or in any other Related Document to the contrary, at no time
will a Conduit Investor that is not also a Committed Note Purchaser be
obligated to make Advances hereunder.


 


(c)           The
proceeds of all Advances on any date shall be allocated according to the
provisions of Article III of the Series 2008-1 Supplement.  Each of the Advances to be made on any date
shall be made singly as part of a single borrowing (each such single borrowing
being a “Borrowing”).  Subject to
the terms of this Agreement and the Series 2008-1 Supplement, the
aggregate principal amount of the Advances represented by the Series 2008-1
Notes may be increased or decreased from time to time.


 


SECTION 2.03   Borrowing Procedures.


 


(a)           Whenever
HVF wishes the Conduit Investors, or if there is no Conduit Investor with
respect to any Investor Group, the Committed Note Purchaser with respect to
such Investor Group, to make an Advance, HVF shall (or shall cause the
Administrator to) notify the Administrative Agent, each Funding Agent and the
Trustee upon irrevocable written notice delivered to the Administrative Agent
and each Funding Agent (with a copy of such notice delivered to the Committed
Note Purchasers) no later than 11:30 a.m. New York City time on the
Business Day prior to the proposed Borrowing (which Borrowing date shall,
except in the case of the Initial Advance, be an Increase Date); provided
that no more than three Borrowings shall occur during any calendar week.  Each such notice shall be irrevocable and
shall in each case refer to this Agreement and specify the aggregate amount of
the requested Borrowing to be made on such date.  HVF shall (or shall cause the Administrator
to) ratably allocate the proposed Borrowing among the Investor Groups’
respective Investor Group Principal Amounts. 
Each Funding Agent shall promptly advise its related Conduit Investor,
or if there is no Conduit Investor with respect to any Investor Group, its
related Committed Note Purchaser, of any notice given pursuant to this Section and,
if there is a Conduit Investor with respect to any Investor Group, shall
promptly thereafter (but in no event later than 11:00 a.m. New York City
time on the proposed date of Borrowing), notify HVF and the related Committed
Note Purchaser(s), whether such Conduit Investor has determined to make such
Advance.  On the date of each Borrowing
and subject to the other conditions set forth herein and in the Series 2008-1
Supplement, each Conduit Investor or its related Committed Note Purchaser(s),
as the case may be, and each Committed Note Purchaser with respect to any
Investor Group that does not include a Conduit Investor, shall make


 


12

















 


available to HVF the amount of such Advance by wire transfer in U.S.
dollars of such amount in same day funds to the Series 2008-1 Collection
Account no later than 3:00 p.m. (New York time) on the date of such
Borrowing.


 


(b)           If,
by 2:00 p.m. (New York time) on the date of any Borrowing, one or more
Committed Note Purchasers in an Investor Group (each, a “Defaulting Committed Note Purchaser,” and each Committed Note Purchaser
in the related Investor Group other than any Defaulting Committed Note
Purchaser being referred to as a “Non-Defaulting
Committed Note Purchaser”) fails to make its ratable portion of any
Borrowing available to HVF pursuant to Section 2.03(a) (the aggregate amount
unavailable to HVF as a result of such failure being herein called in either
case the “Borrowing Deficit”),
then the Funding Agent for such Investor Group shall, by no later than 2:30 p.m.
(New York City time) on the applicable date of such Borrowing instruct each
Non-Defaulting Committed Note Purchaser in the same Investor Group as the
Defaulting Committed Note Purchaser to pay, by no later than 3:00 p.m.
(New York time), in immediately available funds, to the Series 2008-1
Collection Account, an amount equal to the lesser of (i) such
Non-Defaulting Committed Note Purchaser’s proportionate share (based upon the
relative Committed Note Purchaser Percentage of such Non-Defaulting Committed
Note Purchasers) of the Borrowing Deficit and (ii) such Non-Defaulting
Committed Note Purchaser’s Committed Note Purchaser Percentage  of
the amount by which the Maximum Investor Group Investor Amount for such
Investor Group exceeds the Investor Group Principal Amount for such Investor
Group (determined after giving effect to any Advances already made by such
Investor Group on such date).  A
Defaulting Committed Note Purchaser shall forthwith, upon demand, pay to the
applicable Funding Agent for the ratable benefit of the Non-Defaulting
Committed Note Purchasers all amounts paid by each such Non-Defaulting
Committed Note Purchaser on behalf of such Defaulting Committed Note Purchaser,
together with interest thereon, for each day from the date a payment was made
by a Non-Defaulting Committed Note Purchaser until the date such Non-Defaulting
Committed Note Purchaser has been paid such amounts in full, at a rate per annum equal to the sum of the Series 2008-1 Base Rate plus 1% per annum.


 


SECTION 2.04   The Series 2008-1
Notes.  On each date an Advance is
funded under the Series 2008-1 Notes pursuant to the Series 2008-1
Supplement, and on each date the amount of outstanding Advances thereunder is
reduced, a duly authorized officer, employee or agent of the related Funding
Agent shall make appropriate notations in its books and records of the amount
of such Advance and the amount of such reduction, as applicable.  HVF hereby authorizes each duly authorized
officer, employee and agent of such Funding Agent to make such notations on the
books and records as aforesaid and every such notation made in accordance with
the foregoing authority shall be prima facie evidence
of the accuracy of the information so recorded and shall be binding on HVF
absent manifest error;  provided, however,
that in the event of a discrepancy between the books and records of such
Funding Agent and the records maintained by the Trustee pursuant to the
Indenture, such discrepancy shall be resolved by such Funding Agent, the
Administrative Agent and the Trustee.


 


13

















 


SECTION 2.05   Commitment Terms.  The “Term” of the Commitment hereunder
shall be for a period commencing on the Series 2008-1 Closing Date and
ending on the Series 2008-1 Commitment Termination Date, or such later
date as each Committed Note Purchaser may agree to in writing.


 


SECTION 2.06   Selection of Interest
Rates.  Following (i) the
funding of any Advances by a Committed Note Purchaser or (ii) any assignment
by a Conduit Investor to its related liquidity providers pursuant to the
applicable liquidity purchase agreement or liquidity loan agreement with
respect to the Series 2008-1 Notes or to its related Committed Note
Purchaser hereunder, in each case the Advances funded, directly or indirectly,
with amounts received from any such provider or Committed Note Purchaser will
accrue interest at the Series 2008-1 Base Rate; provided that HVF
may, prior to the commencement of the Series 2008-1 Rapid Amortization
Period, if HVF gives notice prior to 12:00 p.m. (New York Time) on the
date which is one (1) Business Day prior to the commencement of the
related Eurodollar Interest Period, elect that such Advances be made as
Eurodollar Advances.


 


SECTION 2.07   Reduction in
Commitment Amount.  HVF may, upon
three Business Days’ notice to the Administrative Agent, each Funding Agent,
each Conduit Investor and each Committed Note Purchaser, effect a permanent
reduction in the Series 2008-1 Maximum Principal Amount and a
corresponding reduction in the Commitment Amount and the Maximum Investor Group
Principal Amount; provided that (x) any such reduction (i) will
be limited to the undrawn portion of the Commitment Amounts, although any such
reduction may be combined with a Voluntary Decrease effected pursuant to and in
accordance with Section 2.2(b) of the Series 2008-1 Supplement,
and (ii) must be in a minimum amount of $10,000,000 and (y) after
giving effect to such reduction, the Series 2008-1 Maximum Principal Amount
equals or exceeds $100,000,000, unless reduced to zero.  Any reduction made pursuant to this Section 2.07
shall be made ratably among the Investor Groups on the basis of their
respective Maximum Investor Group Principal Amount.


 


ARTICLE III

INTEREST AND FEES


 


SECTION 3.01   Interest.  (a) Each related Advance funded or maintained
by an Investor Group during the related Series 2008-1 Interest Period (i)
through the issuance of Series 2008-1 Commercial Paper shall bear interest at
the CP Rate for such Series 2008-1 Interest Period and (ii) through means other
than the issuance of Series 2008-1 Commercial Paper shall bear interest at (A)
the Series 2008-1 Base Rate for the related Series 2008-1 Interest Period or
(B) if the required notice has been given pursuant to Section 2.06, the
Eurodollar Rate (Reserve Adjusted) applicable to such Investor Group for the
related Eurodollar Interest Period, in each case except as otherwise provided
in the definition of Eurodollar Interest Period or in Section 3.03 or 3.04.  Each Funding Agent shall notify HVF and the
Administrator of the applicable interest rate for the Advances made by its
Investor Group for the related Series 2008-1 Interest Period or Eurodollar
Interest Period, as the case may be (including the applicable CP Rate, Series
2008-1 Base Rate and/or the Eurodollar Rate (Reserve Adjusted), as the case may
be) by


 


14

















 


11:00 a.m. (New York time) on the second Business Day immediately
preceding each Determination Date and on the Business Day following each
Payment Date.


 


(b)           Interest (including all amounts described in Section 3.01(a) above
and any Series 2008-1 Monthly Default Interest Amount) shall be due and
payable on each Payment Date in accordance with the provisions of the Series 2008-1
Supplement.


 


(c)           All
computations of interest at the CP Rate and the Eurodollar Rate (Reserve
Adjusted) shall be made on the basis of a year of 360 days and the actual
number of days elapsed and all computations of interest at the Series 2008-1
Base Rate shall be made on the basis of a 365 (or 366, as applicable) day year
and actual number of days elapsed. 
Whenever any payment of interest or principal in respect of any Advance
shall be due on a day other than a Business Day, such payment shall be made on
the next succeeding Business Day (other than as provided in the definition of
Eurodollar Interest Period) and such extension of time shall be included in the
computation of the amount of interest owed.


 


SECTION 3.02   Fees.


 


(a)           On
each Payment Date, HVF shall pay to each Funding Agent, for the account of the
related Investor Group, a program fee (the “Program Fee”) equal to the
product of (x) the Program Fee Rate, (y) the daily average Investor
Group Principal Amount for the related Investor Group (or, if applicable, the
portion of the Investor Group Principal Amount for the related Conduit Investor
and Committed Note Purchaser in such Investor Group, respectively, if each of
such Conduit Investor and Committed Note Purchaser is funding a portion of such
Investor Group’s Investor Group Principal Amount) for the period from and
including the immediately preceding Payment Date (or in the case of the first
Payment Date, the Series 2008-1 Closing Date) to but excluding such
Payment Date and (z) the number of days in the related Series 2008-1
Interest Period divided by 360 (or in the case of the first Payment Date
occurring following the Series 2008-1 Closing Date, the number of days in
the period from and including the Series 2008-1 Closing Date to but
excluding such first Payment Date).


 


(b)           On
each Payment Date on or prior to the Series 2008-1 Commitment Termination
Date, HVF shall pay to each Funding Agent, for the account of the related
Investor Group, the Undrawn Fee.


 


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


 


(d)           On
the Series 2008-1 Closing Date, HVF shall pay the Structuring Fee to each
Funding Agent, for the account of the related Committed Note Purchaser.


 


SECTION 3.03   Eurodollar Lending
Unlawful.  If a Conduit Investor, a
Committed Note Purchaser or any Program Support Provider shall reasonably
determine (which determination shall, upon notice thereof to the Administrative
Agent and the related Funding Agent and HVF, be conclusive and binding on HVF
absent manifest error) that the introduction of or any change in or in the
interpretation of any law, rule or


 


15

















 


regulation makes it unlawful, or any central bank or other Governmental
Authority asserts that it is unlawful, for any such Program Support Provider or
Committed Note Purchaser to make, continue, or maintain any Advance as, or to
convert any Advance into, the Series 2008-1 Eurodollar Tranche of such
Advance, the obligation of such Person to make, continue or maintain or convert
any such Advance as the Series 2008-1 Eurodollar Tranche of such Advance
shall, upon such determination, forthwith be suspended until such Person shall
notify the related Funding Agent and HVF that the circumstances causing such
suspension no longer exist, and such Investor Group shall immediately convert
all Advances of any such Program Support Provider or Committed Note Purchaser,
as applicable, into the Series 2008-1 Base Rate Tranche of such Advance at
the end of the then current Eurodollar Interest Periods with respect thereto or
sooner, if required by such law or assertion.


 


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


 


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


 


(b)           by reason of circumstances affecting
all Reference Lenders’ relevant market, adequate means do not exist for
ascertaining the interest rate applicable hereunder to the Series 2008-1
Eurodollar Tranche of any Advance; or


 


(c)           such Conduit Investor, such Committed
Note Purchaser or the related Majority Program Support Providers have notified
the related Funding Agent and HVF that, with respect to any interest rate
otherwise applicable hereunder to the Series 2008-1 Eurodollar Tranche of
any Advance the Eurodollar Interest Period for which has not then commenced,
such interest rate will not adequately reflect the cost to such Conduit
Investor, such Committed Note Purchaser or such Majority Program Support
Providers of making, funding, agreeing to make or fund or maintaining their
respective Series 2008-1 Eurodollar Tranche of such Advance for such
Eurodollar Interest Period,


 


then, upon notice from such Conduit Investor, such Committed Note
Purchaser or the related Majority Program Support Providers to such Funding
Agent and HVF, the obligations of such Conduit Investor, such Committed Note
Purchaser and all of the relevant Program Support Providers to make or continue
any Advance as, or to convert any Advances into, the Series 2008-1
Eurodollar Tranche of such Advance shall forthwith be suspended until such
Funding Agent shall notify HVF that the circumstances causing such suspension
no longer exist.


 


SECTION 3.05   Increased or Reduced
Costs, etc.  HVF agrees to reimburse
each Conduit Investor and each Committed Note Purchaser and any Program Support
Provider (each, an “Affected Person”) for any increase in the cost of,
or any reduction in the amount of any sum receivable by any such Affected
Person, including


 


16

















 


reductions in the rate of return on such Affected Person’s capital, in
respect of making, continuing or maintaining (or of its obligation to make,
continue or maintain) any Advances as, or of converting (or of its obligation
to convert) any Advances into, the Series 2008-1 Eurodollar Tranche of
such Advance that arise in connection with any Changes in Law, except for such
Changes in Law with respect to increased capital costs and taxes which are
governed by Sections 3.07 and 3.08, respectively.  Each such demand shall be provided to the
related Funding Agent and HVF in writing and shall state, in reasonable detail,
the reasons therefor and the additional amount required fully to compensate
such Affected Person for such increased cost or reduced amount or return.  Such additional amounts shall be payable by
HVF to such Funding Agent and by such Funding Agent directly to such Affected
Person within five (5) Business Days of HVF’s receipt of such notice, and
such notice shall, in the absence of manifest error, be conclusive and binding
on HVF.


 


SECTION 3.06   Funding Losses.  In the event any Affected Person shall incur
any loss or expense (including any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such
Affected Person to make, continue or maintain any portion of the principal
amount of any Advance as a Series 2008-1 CP Tranche or Series 2008-1
Eurodollar Tranche, or to convert any portion of the principal amount of any
Advance into, the Series 2008-1 Eurodollar Tranche of such Advance) as a
result of:


 


(i)            any conversion or repayment or
prepayment (for any reason, including, without limitation, as a result of the
acceleration of the maturity of the Series 2008-1 CP Tranche or Series 2008-1
Eurodollar Tranche of such Advance or the assignment thereof in accordance with
the requirements of the applicable Program Support Agreement) of the principal
amount of any portion of the Series 2008-1 CP Tranche or Series 2008-1
Eurodollar Tranche on a date other than the scheduled last day of the Series 2008-1
Interest Period or Eurodollar Interest Period applicable thereto;


 


(ii)           any Advance not being made as an
Advance under the Series 2008-1 CP Tranche or Series 2008-1
Eurodollar Tranche after a request for such an Advance has been made in
accordance with the terms contained herein;


 


(iii)          any Advance not being continued as a Series 2008-1
CP Tranche or Series 2008-1 Eurodollar Tranche, or converted into an
Advance under the Series 2008-1 Eurodollar Tranche after a request for such
an Advance has been made in accordance with the terms contained herein, or


 


(iv)          any failure of HVF to make a Decrease
after giving notice thereof pursuant to Section 2.2(b) of the Series 2008-1
Supplement,


 


then, upon the
written notice of any Affected Person to the related Funding Agent and HVF, HVF
shall pay to such Funding Agent and such Funding Agent shall, within five (5) Business
Days of its receipt thereof, pay directly to such Affected Person such amount
as will (in the reasonable determination of such Affected Person) reimburse
such


 


17

















 


Affected
Person for such loss or expense.  Such written
notice (which shall include calculations in reasonable detail) shall, in the
absence of manifest error, be conclusive and binding on HVF.


 


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


 


SECTION 3.08   Taxes.  All payments by HVF of principal of, and
interest on, the Advances and all other amounts payable hereunder (including
fees) shall be made free and clear of and without deduction for any present or
future income, excise, documentary, property, stamp or franchise taxes and
other taxes, fees, duties, withholdings or other charges of any nature
whatsoever imposed by any taxing authority, but excluding in the case of any
Affected Person (x) net income, franchise or similar taxes (including
branch profits taxes or alternative minimum tax) imposed or levied on the
Affected Person as a result of a connection between the Affected Person and the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from such Affected Person having executed, delivered
or performed its obligations or received a payment under, or enforced by, this
Agreement) and (y) with respect to any Affected Person organized under the
laws of the jurisdiction other than the United States (“Foreign Affected
Person”), any withholding tax that is imposed on amounts payable to the
Foreign Affected Person at the time the Foreign Affected Person becomes a party
to this Agreement (or designates a new lending office), except to the extent
that such Foreign Affected Person (or its assignor, if any) was already
entitled, at the time of the designation of the new lending office (or
assignment), to receive additional amounts from HVF with respect to withholding
tax (such non-excluded items being called “Taxes”).


 


Moreover, if any Taxes are directly asserted against
any Affected Person with respect to any payment received by such Affected
Person or its agent from HVF, such Affected Person or its agent may pay such
Taxes and HVF will promptly upon


 


18

















 


receipt of prior written
notice stating the amount of such Taxes pay such additional amounts (including
any penalties, interest or expenses) as is necessary in order that the net
amount received by such person after the payment of such Taxes (including any
Taxes on such additional amount) shall equal the amount such person would have
received had not such Taxes been asserted.


 


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


 


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


 


If the Affected Person determines, in its sole
discretion, that it has received a refund of any Taxes as to which it has been
indemnified pursuant to this Section 3.08, it shall pay over such
refund to HVF (but only to the extent of indemnity payments made, or additional
amounts paid under this Section 3.08 with respect to the Taxes
giving rise to such refund), net of all out-of-pocket expenses of the Affected
Person and without interest (other than any interest paid by the relevant
governmental authority with respect to such refund), provided that HVF,
upon the request of the Affected Person, agrees to repay the amount paid over
to HVF (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Affected Person in the event the
Affected Person is required to repay such refund to such governmental
authority. This Section 3.08 shall not be construed to require the
Affected Person to make available its tax returns (or any other information
relating to its taxes which it deems confidential) to HVF or any other Person.


 


SECTION 3.09   Indenture Carrying
Charges; Survival.  Any amounts
payable by HVF under Sections 3.05, 3.06, 3.07 or 3.08
shall constitute Carrying Charges within the meaning of the Base Indenture and
Indenture Carrying Charges within the meaning of Series 2008-1
Supplement.  The agreements in Sections
3.05, 3.06, 3.07 and 3.08 shall survive the
termination of this Series 2008-1 Note Purchase Agreement, the


 


19

















 


Series 2008-1 Supplement and the Base Indenture and the payment of
all amounts payable hereunder and thereunder.


 


ARTICLE IV

OTHER PAYMENT TERMS


 


SECTION 4.01   Time and Method of
Payment.  All amounts payable to any
Funding Agent hereunder or with respect to the Series 2008-1 Notes shall
be made to the applicable Funding Agent or upon the order of the applicable Funding Agent  by wire transfer of immediately available funds in
Dollars not later than 1:00 p.m., New York City time, on the date
due.  Any funds received after that time
will be deemed to have been received on the next Business Day. HVF’s
obligations hereunder in respect of any amounts payable to any Conduit Investor
or Committed Note Purchaser shall be discharged to the extent funds are
disbursed by HVF to the related Funding Agent as provided herein whether or not
such funds are properly applied by such Funding Agent.


 


ARTICLE V

THE ADMINISTRATIVE AGENT AND THE FUNDING AGENTS


 


SECTION 5.01   Authorization and
Action of the Administrative Agent. 
Each of the Conduit Investors, the Committed Note Purchasers and the
Funding Agents hereby designates and appoints Deutsche Bank Securities Inc. as
the Administrative Agent hereunder, and hereby authorizes the Administrative
Agent to take such actions as agent on their behalf and to exercise such powers
as are delegated to the Administrative Agent by the terms of this Agreement
together with such powers as are reasonably incidental thereto.  The Administrative Agent shall not have any
duties or responsibilities, except those expressly set forth herein and in the Series 2008-1
Supplement, or any fiduciary relationship with any Conduit Investor, any
Committed Note Purchaser or any Funding Agent, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities on the part of
the Administrative Agent shall be read into this Agreement or otherwise exist
for the Administrative Agent.  In
performing its functions and duties hereunder and under the Series 2008-1
Supplement, the Administrative Agent shall act solely as agent for the Conduit
Investors, the Committed Note Purchasers and the Funding Agent and does not
assume nor shall it be deemed to have assumed any obligation or relationship of
trust or agency with or for HVF or any of its successors or assigns.  The Administrative Agent shall not be
required to take any action that exposes the Administrative Agent to personal
liability or that is contrary to this Agreement, the Series 2008-1
Supplement or Applicable Law.  The
appointment and authority of the Administrative Agent hereunder shall terminate
upon the indefeasible payment in full of the Series 2008-1 Notes and all
other amounts owed by HVF hereunder to the Investor Groups (the “Aggregate Unpaids”).


 


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


 


20














 


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


 


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


 


SECTION 5.05   Non-Reliance on the
Administrative Agent and Other Purchasers. 
Each of the Conduit Investors, the Committed Note Purchasers and the
Funding Agents expressly acknowledge that neither the Administrative Agent nor
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates has made any representations or warranties to it and that no act by
the Administrative Agent hereafter taken, including, without limitation, any
review of the affairs of HVF, shall be deemed to


 


21

















 


constitute any representation or warranty by the Administrative Agent.
Each of the Conduit Investors, the Committed Note Purchasers and the Funding
Agents represent and warrant to the Administrative Agent that they have and
will, independently and without reliance upon the Administrative Agent and
based on such documents and information as they have deemed appropriate, made
their own appraisal of and investigation into the business, operations,
property, prospects, financial and other conditions and creditworthiness of HVF
and made its own decision to enter into this Agreement.


 


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


 


SECTION 5.07   Successor Administrative
Agent.  The Administrative Agent may,
upon 30 days notice to HVF and each of the Conduit Investors, the Committed Note
Purchasers and the Funding Agents, and the Administrative Agent will, upon the
direction of Investor Groups holding more than 75% of the Series 2008-1 Maximum
Principal Amount, resign as Administrative Agent. If the Administrative Agent
shall resign, then the Investor Groups, during such 30-day period, shall
appoint an Affiliate of a member of the Investor Groups as a successor agent.
If for any reason no successor Administrative Agent is appointed by the
Investor Groups during such 30-day period, then effective upon the expiration
of such 30-day period, HVF shall make all payments in respect of the Aggregate
Unpaids or under any fee letter delivered in connection herewith directly to
the Funding Agents and for all purposes shall deal directly with the Funding
Agents. After any retiring Administrative Agent’s resignation hereunder as
Administrative Agent, the provisions of Section 9.05 and this Article V
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Administrative Agent under this Agreement.


 


SECTION 5.08   Authorization and Action
of Funding Agents.  Each Conduit
Investor and each Committed Note Purchaser is hereby deemed to have designated
and appointed the Funding Agent set forth next to such Conduit Investor’s name,
or if there is no Conduit Investor with respect to any Investor Group, the
Committed Note Purchaser’s name with respect to such Investor Group, on Schedule
I hereto as the agent of such Person hereunder, and hereby authorizes such
Funding Agent to take such actions as agent on its behalf and to exercise such
powers as are delegated to such Funding Agent by the terms of this Agreement
together with such powers as are reasonably incidental thereto. Each Funding
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, or any fiduciary relationship with the related Investor Group,
and no implied covenants, functions, responsibilities, duties, obligations or
liabilities on the part of such Funding Agent shall be read into this Agreement
or otherwise exist for such Funding Agent. In performing its functions and
duties hereunder, each Funding Agent shall act solely as agent for the related
Investor Group and does not assume nor shall it be deemed to have assumed any
obligation or relationship of trust or agency with or for HVF or any of its
successors or assigns. Each Funding Agent shall not be required to take any
action that exposes such Funding Agent to personal liability or that is
contrary to this Agreement or Applicable Law. The


 


22

















 


appointment and authority of the Funding Agent hereunder shall
terminate upon the indefeasible payment in full of the Aggregate Unpaids.


 


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


 


SECTION 5.10   Exculpatory Provisions.
 Each Funding Agent and any of its
directors, officers, agents or employees shall not be (a) liable for any action
lawfully taken or omitted to be taken by it or them under or in connection with
this Agreement (except for its, their or such Person’s own gross negligence or
willful misconduct), or (b) responsible in any manner to the related Investor
Group for any recitals, statements, representations or warranties made by HVF
contained in this Agreement or in any certificate, report, statement or other
document referred to or provided for in, or received under or in connection
with, this Agreement, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other document furnished
in connection herewith, or for any failure of HVF to perform its obligations
hereunder, or for the satisfaction of any condition specified in Article VII.
Each Funding Agent shall not be under any obligation to the related Investor
Group to ascertain or to inquire as to the observance or performance of any of
the agreements or covenants contained in, or conditions of, this Agreement, or
to inspect the properties, books or records of HVF. Each Funding Agent shall
not be deemed to have knowledge of any Amortization Event, Potential
Amortization Event, Liquidation Event of Default or Limited Liquidation Event
of Default unless such Funding Agent has received notice from HVF or the
related Investor Group.


 


SECTION 5.11   Reliance.  Each Funding Agent shall in all cases be
entitled to rely, and shall be fully protected in relying, upon any document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
the Administrative Agent and legal counsel (including, without limitation,
counsel to HVF), independent accountants and other experts selected by such Funding
Agent. Each Funding Agent shall in all cases be fully justified in failing or
refusing to take any action under this Agreement or any other document
furnished in connection herewith unless it shall first receive such advice or
concurrence of the related Investor Group as it deems appropriate or it shall
first be indemnified to its satisfaction by the related Investor Group, provided
that unless and until such Funding Agent shall have received such advice, such
Funding Agent may take or refrain from taking any action, as such Funding Agent
shall deem advisable and in the best interests of the related Investor Group.
Each Funding Agent shall in all cases be fully protected in acting, or in
refraining from acting, in accordance with a request of the related Investor
Group and such request and any action taken or failure to act pursuant thereto
shall be binding upon the related Investor Group.


 


23

















 


SECTION 5.12   Non-Reliance on the
Funding Agent and Other Purchasers.  The related Investor Group expressly
acknowledges that its Funding Agent and any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates has not made any
representations or warranties to it and that no act by such Funding Agent
hereafter taken, including, without limitation, any review of the affairs of
HVF, shall be deemed to constitute any representation or warranty by such
Funding Agent. The related Investor Group represents and warrants to such
Funding Agent that it has and will, independently and without reliance upon
such Funding Agent and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, prospects, financial and other conditions and
creditworthiness of HVF and made its own decision to enter into this Agreement.


 


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


 


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


 


ARTICLE VI

REPRESENTATIONS AND WARRANTIES


 


SECTION 6.01   HVF.  HVF represents and warrants to each Conduit
Investor and each Committed Note Purchaser that each of its representations and
warranties in the Base Indenture, and the other Related Documents is true and
correct and further represents and warrants to such parties that:


 


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


 


(b)           assuming
each Conduit Investor or other purchaser of the Series 2008-1 Notes hereunder
is not purchasing with a view toward further distribution


 


24

















 


and there has been
no general solicitation or general advertising within the meaning of the
Securities Act, and further assuming that the representations and warranties of
each Conduit Investor set forth in Section 6.03 of this Agreement are
true and correct, the offer and sale of the Series 2008-1 Notes in the manner
contemplated by this Agreement is a transaction exempt from the registration
requirements of the Securities Act, and the Base Indenture is not required to
be qualified under the Trust Indenture Act;


 


(c)           HVF
has furnished to the Administrative Agent true, accurate and complete copies of
all other Related Documents (excluding Series Supplements and other Related
Documents relating solely to a Series of Notes other than the Series 2008-1
Notes) to which it is a party as of the Series 2008-1 Closing Date, all of
which Related Documents are in full force and effect as of the Series 2008-1
Closing Date and no terms of any such agreements or documents have been
amended, modified or otherwise waived as of such date, other than such
amendments, modifications or waivers about which HVF has informed each Funding
Agent; and


 


(d)           as of the Series 2008-1 Closing Date, no written
information furnished by HVF or any of its Affiliates, agents or
representatives to the Conduit Investors, the Committed Note Purchasers, the
Administrative Agent or the Funding Agents for purposes of or in connection
with this Agreement, including, without limitation, any information relating to
the Collateral, is inaccurate in any material respect, or contains any material
misstatement of fact, or omits to state a material fact or any fact necessary
to make the statements contained therein not misleading, in each case as of the
date such information was stated or certified.


 


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


 


(a)           each
representation and warranty made by it in each Related Document (other than a
Related Document relating solely to a Series of Notes other than the Series
2008-1 Notes) to which it is a party (including any representations and
warranties made by it as Administrator) is true and correct in all material
respects as of the date originally made, as of the date hereof and as of the
Series 2008-1 Closing Date (unless stated to relate solely to an earlier date,
in which  case such representations and
warranties shall be true and correct as of such earlier date); and


 


(b)           (i)
the audited consolidated balance sheet of The Hertz Corporation and its
Consolidated Subsidiaries as of December 31, 2007 and the related statements of
income, stockholders equity and cash flows for the year ending on such date and
(ii) the unaudited condensed consolidated balance sheet of The Hertz
Corporation and its Consolidated Subsidiaries as of June 30, 2008 and the
related statements of income, stockholders equity and cash flows for the six
months ending on such date (including in each case the schedules and notes
thereto) (the “Financial Statements”), have been prepared in accordance
with


 


25

















 


GAAP and  present fairly the financial position of The
Hertz Corporation and its Consolidated Subsidiaries as of the date thereof and
the results of their operations and their cash flows for the periods covered
thereby.


 


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


 


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


 


(b)           it
is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act and has sufficient knowledge and
experience in financial and business matters to be capable of evaluating the
merits and risks of investing in, and is able and prepared to bear the economic
risk of investing in, the Series 2008-1 Notes;


 


(c)           it
is purchasing the Series 2008-1 Notes for its own account, or for the account
of one or more “accredited investors” within the meaning of Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act that meet the criteria
described in subsection (b) and for which it is acting with complete
investment discretion, for investment purposes only and not with a view to
distribution, subject, nevertheless, to the understanding that the disposition
of its property shall at all times be and remain within its control;


 


(d)           it
understands that the Series 2008-1 Notes have not been and will not be
registered or qualified under the Securities Act or any applicable state
securities laws or the securities laws of any other jurisdiction and is being
offered only in a transaction not involving any public offering within the
meaning of the Securities Act and may not be resold or otherwise transferred
unless so registered or qualified or unless an exemption from registration or
qualification is available, that HVF is not required to register the Series
2008-1 Notes, and that any transfer must comply with provisions of Section 2.8
of the Base Indenture;


 


(e)           it
understands that the Series 2008-1 Notes will bear the legend set out in the
form of Series 2008-1 Notes attached as Exhibit A to the Series 2008-1
Supplement and be subject to the restrictions on transfer described in such
legend;


 


(f)            it
will comply with all applicable federal and state securities laws in connection
with any subsequent resale of the Series 2008-1 Notes;


 


(g)           it
understands that the Series 2008-1 Notes may be offered, resold, pledged or
otherwise transferred only with HVF’s prior written consent, which consent
shall not be unreasonably withheld, and only (A) to HVF, (B) in a


 


26

















 


transaction
meeting the requirements of Rule 144A under the Securities Act,
(C) outside the United States to a foreign person in a transaction meeting
the requirements of Regulation S under the Securities Act, or (D) in a
transaction complying with or exempt from the registration requirements of the
Securities Act and in accordance with any applicable securities laws of any
state of the United States or any other jurisdiction; notwithstanding the
foregoing, it is hereby understood and agreed by HVF that the Series 2008-1
Notes will be pledged by each Conduit Investor pursuant to its related  commercial paper program documents, and the
Series 2008-1 Notes, or interests therein, may be sold, transferred or pledged
to its related Committed Note Purchaser or any Program Support Provider or any
affiliate of its related Committed Note Purchaser or any Program Support
Provider or, any commercial paper conduit administered by its related Committed
Note Purchaser or any Program Support Provider or any affiliate of its related
Committed Note Purchaser or any Program Support Provider;


 


(h)           if
it desires to offer, sell or otherwise transfer, pledge or hypothecate the
Series 2008-1 Notes as described in clause (B) or (D) of Section
6.03(g), and such sale, transfer or pledge does not fall within the
“notwithstanding the foregoing” provision of Section 6.03(g), the
transferee of the Series 2008-1 Notes will be required to deliver a
certificate, as described in the Series 2008-1 Supplement, that an exemption
from the registration requirements of the Securities Act applies to such offer,
sale, transfer or hypothecation. Upon original issuance thereof, and until such
time as the same may no longer be required under the applicable requirements of
the Securities Act, the certificate evidencing the Series 2008-1 Notes (and all
securities issued in exchange therefor or substitution thereof) shall bear a
legend substantially in the form set forth in the Series 2008-1 Notes included
as an exhibit to the Series 2008-1 Supplement. Each Conduit Investor
understands that the registrar and transfer agent for the Series 2008-1 Notes
will not be required to accept for registration of transfer the Series 2008-1
Notes acquired by it, except upon presentation of an executed letter in the
form required by the Series 2008-1 Supplement; and


 


(i)            it
will obtain from any purchaser of the Series 2008-1 Notes substantially the
same representations and warranties contained in the foregoing paragraphs.


 


ARTICLE VII

CONDITIONS


 


SECTION 7.01   Conditions to Issuance.
 Each Conduit Investor has no obligation
to purchase the Series 2008-1 Notes hereunder on the Series 2008-1 Closing Date
unless:


 


(a)           the
Base Indenture and the Series 2008-1 Supplement shall be in full force and
effect;


 


27

















 


(b)           The Funding Agents shall have received copies of
(i) the Certificate of Incorporation and By-Laws of Hertz and the certificate
of formation and limited liability company agreement of each of HVF and the
Nominee certified by the Secretary of State of the state of incorporation or
organization, as the case may be, (ii) board of directors resolutions of
HVF, Hertz and the Nominee with respect to the transactions contemplated by the
Series 2008-1 Supplement and this Agreement, and (iii) an incumbency
certificate of HVF, Hertz and the Nominee, each certified by the secretary or
equivalent officer of the related entity in form and substance reasonably
satisfactory to the Administrative Agent;


 


(c)           on
the Series 2008-1 Closing Date, each Conduit Investor, or if there is no Conduit
Investor with respect to any Investor Group, the Committed Note Purchaser with
respect to such Investor Group, shall have received a letter, in form and
substance reasonably satisfactory to it, from each of Moody’s and S&P
stating that an explicit public long term credit rating of “A2” (in the case of
Moody’s) and “A” (in the case of S&P) has been assigned to the Series
2008-1 Notes;


 


(d)           each Conduit Investor and each Committed Note
Purchaser shall have received opinions of counsel (i) from Weil, Gotshal &
Manges LLP, or other counsel acceptable to the Conduit Investors and the
Committed Note Purchasers, with respect to such matters as any such Conduit
Investor or Committed Note Purchaser shall reasonably request (including,
without limitation, regarding non-consolidation, true lease, true-sale and UCC
security interest matters, tax and no-conflicts), (ii) from counsel to the
Trustee acceptable to the Conduit Investors and the Committed Note Purchasers
with respect to such matters as any such Conduit Investor or Committed Note
Purchaser shall reasonably request and (iii) from counsel to each Series 2008-1
Letter of Credit Provider, if any, with respect to such matters as any such
Conduit Investor or Committed Note Purchaser shall reasonably request;


 


(e)           each
Conduit Investor and each Committed Note Purchaser shall have received copies
of the documents specified in Section 2.2(b) of the Base Indenture relating to
the issuance of the Series 2008-1 Notes;


 


(f)            at
the time of such issuance, all conditions to the issuance of the Series 2008-1
Notes under the Series 2008-1 Supplement and under Section 2.2 of the Base
Indenture shall have been satisfied or waived;


 


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


 


28






 










 


(h)           the
Administrative Agent shall have received a written search report listing all
effective financing statements that name HVF, HGI, Hertz or the Nominee as
debtor or assignor and that are filed in the State of Delaware and in any other
jurisdiction that the Administrative Agent determines is necessary or
appropriate, together with copies of such financing statements, and tax and
judgment lien searches showing no such liens that are not permitted by the Base
Indenture, the Series 2008-1 Supplement, this Agreement or the other Related
Documents; and


 


(i)            the
Administrative Agent, each Committed Note Purchaser, each Conduit Lender and
each Funding Agent, as applicable, shall have received payment of the
Structuring Fee and all fees due and payable pursuant to the Syndication
Agreement and the Syndication Fee Letter, if any, in each case, as of the
Series 2008-1 Closing Date.


 


SECTION 7.02   Conditions to Initial
Borrowing.  The obligation of the
Conduit Investors, or if there is no Conduit Investor with respect to any
Investor Group, the Committed Note Purchaser with respect to such Investor
Group, to fund the initial Borrowing hereunder shall be subject to the
satisfaction of the conditions precedent that each Funding Agent shall have
received a duly executed and authenticated Series 2008-1 Note registered in its
name or in such other name as shall have been directed by the applicable
Committed Note Purchaser and stating that the principal amount thereof shall
not exceed the Maximum Investor Group Principal Amount of such Funding Agent’s
Investor Group and HVF shall have paid all fees required to be paid by it on
the Series 2008-1 Closing Date, including all fees required hereunder.


 


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


 


(a)           (i) the
representations and warranties of HVF set out in this Agreement (with the
exception of Sections 6.01(a) (to the extent such representations and
warranties relate to any Series of Notes other than the Series 2008-1 Notes), 6.01(b)
and 6.01(d), which shall have been true and accurate in all respects on
the Series 2008-1 Closing Date), (ii) the representations and warranties
of the Administrator set out in this Agreement (with the exception of Section
6.02(a), which shall have been true and accurate on the dates specified
therein), and (iii) the representations and warranties of HVF, the Nominee
and the Administrator set out in the Base Indenture and the other Related
Documents (other than Series Supplements and Related Documents relating solely
to a Series of Notes other than the Series 2008-1 Notes) to which each is a
party, in each such case, shall be true and accurate as of the date of the
Borrowing with the same effect as though made on that date (unless stated to relate
solely to an earlier date,


 


29

















 


in which case such
representations and warranties shall be true and correct as of such earlier
date);


 


(b)           the
Series 2008-1 Rapid Amortization Period has not commenced;


 


(c)           the
related Funding Agent shall have received the Monthly Noteholders’ Statement
for the Series 2008-1 Notes for the Related Month immediately preceding the
date of such Borrowing and an executed advance request in the form of Exhibit
A hereto (each such request, an “Advance Request”) certifying as to
the current Aggregate Asset Amount and the Series 2008-1 Enhancement Amount;


 


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


 


(e)           subject to Section 8.7(b) of the Base Indenture,
the Series 2008-1 Related Documents shall be in full force and effect; and


 


(f)            the
Series 2008-1 Letter of Credit has been issued and remains outstanding and in
full force and effect.


 


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


 


ARTICLE VIII

COVENANTS


 


SECTION 8.01   Covenants.  HVF and the Administrator each severally
covenants and agrees that, until the Series 2008-1 Notes have been paid in full
and the Term has expired, it will:


 


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


 


(b)           not,
except as contemplated by Section 3.2(a) of the Base Indenture or clauses (iii)
through (viii) of Section 12.1(a) of the Base Indenture, amend, modify, waive
or give any approval, consent or permission under, any provision of the Base
Indenture or any other Series 2008-1 Related Document to which it is a party or
agree to terminate any Series 2008-1 Related Document to which it is a party
unless (i) any such amendment, modification, waiver, termination or other
action is in writing and made in accordance with the terms of the Base
Indenture or such other Series 2008-1 Related Document, as applicable; (ii)
Series 2008-1 Noteholders holding more than 50% of the Series 2008-1 Principal
Amount have consented thereto and (iii) such amendment shall have satisfied the
Series 2008-1 Rating Agency Condition; provided, that in any such case,
if the Base Indenture, the Series 2008-1 Supplement or any other Series 2008-1
Related Document requires the consent of each affected Noteholder or a


 


30

















 


higher percentage
of Noteholders, such unanimous consent or the consent of such higher percentage
of Noteholders shall be obtained prior to such amendment, modification, waiver,
approval, consent or permission; provided further that in
addition to the rights granted to Noteholders with respect to amendments or
modifications described in Section 12.2(i) and 12.2(ii) of the Base Indenture,
HVF and the Administrator agree that any amendment or modification described in
Section 12.2(iii) of the Base Indenture shall require the consent of Series
2008-1 Noteholders holding 100% of the Series 2008-1 Principal Amount.


 


(c)           (i)
at the same time any report, notice, certificate, opinion  (other
than any bankruptcy timing memorandum) or other document is provided to the
Rating Agencies and/or the Trustee, or caused to be provided, by HVF or the
Administrator under the Base Indenture (including, without limitation, under Sections  8.8, 8.9 and/or 8.12
thereof), or under the Series 2008-1 Supplement or this Agreement, provide the
Administrative Agent (who shall provide a copy thereof to the Committed Note
Purchasers and the Conduit Investors) with a copy of such report, notice,
certificate, opinion (other than any bankruptcy timing memorandum) or other
document; provided, however, that neither the Administrator nor
HVF shall have any obligation under this Section 8.01(c) to deliver to
the Administrative Agent copies of any Monthly Noteholders’ Statements which
relate solely to a Series of Notes other than the Series 2008-1 Notes and (ii)
provide the Administrative Agent and each Funding Agent such other information
(including financial information), documents, records or reports respecting the
Collateral, HVF or the Administrator as the Administrative Agent or any Funding
Agent may from time to time reasonably request;


 


(d)           at
any time and from time to time, following reasonable prior notice from the
Administrative Agent or any Funding Agent, and during regular business hours,
permit the Administrative Agent or any Funding Agent, or their respective
agents or representatives (including any independent public accounting firm or
other third party auditors) or permitted assigns, access to the offices of, the
Administrator, Hertz, HVF, the Intermediary and the Nominee, as applicable,
(i) to examine and make copies of and abstracts from all documentation
relating to the Series 2008-1 Collateral on the same terms as are provided to
the Trustee under Section 8.6 of the Base Indenture, and (ii) to
visit the offices and properties of, the Administrator, Hertz, HVF, the
Intermediary and the Nominee for the purpose of examining such materials
described in clause (i) above, and to discuss matters relating to
the Series 2008-1 Collateral, or the administration and performance of the Base
Indenture, the Series 2008-1 Supplement and the other Related Documents with
any of the officers or employees of, the Administrator, Hertz, HVF, the Intermediary
and/or the Nominee, as applicable, having knowledge of such matters; provided
that such visits shall be at HVF’s sole cost and expense (i) prior to the
occurrence of an Amortization Event or Potential Amortization Event, in each
case, with respect to the Series 2008-1 Notes, for no more than one such visit
in the aggregate per annum for the Administrative Agent and each Funding Agent
collectively and (ii) after the occurrence and during the continuance of an
Amortization Event or Potential Amortization Event, in each


 


31

















 


case, with respect
to the Series 2008-1 Notes, for each such visit. Each party making a request
pursuant to this Section 8.01(d) shall simultaneously send a copy of
such request to each of the Administrative Agent and each Funding Agent, as
applicable, so as to allow such other parties to participate in the requested
visit.


 


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


 


(f)            not
permit any amounts owed with respect to the Series 2008-1 Notes to be secured,
directly or indirectly, by any Margin Stock;


 


(g)           promptly
provide such additional financial and other information with respect to the
Related Documents (other than Series Supplements and Related Documents relating
solely to a Series of Notes other than the Series 2008-1 Notes), HVF, Hertz,
the Intermediary or the Manufacturer Programs as the Administrative Agent or
any Funding Agent may from time to time reasonably request;


 


(h)           on and after the
Expected Final Payment Date, use all amounts allocated to and available for
distribution from each excess collection account in respect of each Series of
Notes (other than in respect of the Series 2005-3 Notes and the Series 2005-4
Notes during the Series 2005-3 Rapid Amortization Period or the Series 2005-4
Rapid Amortization Period) to decrease the Series 2008-1 Principal Amount;


 


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


 


(j)            in
the case of the Administrator, for so long as a Liquidation Event of Default or
Limited Liquidation Event of Default for any Series of Notes is continuing,
furnish or cause the Servicer to furnish to the Administrative Agent and each
Series 2008-1 Noteholder, the Fleet Report, prepared in accordance with Section
2.4(d) of the Collateral Agency Agreement (which may be on a diskette or other
electronic medium); and


 


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


 


ARTICLE IX

MISCELLANEOUS PROVISIONS


 


SECTION 9.01   Amendments.  No amendment to or waiver of any provision of
this Agreement, nor consent to any departure by the Administrator or HVF, shall
in any event be effective unless the same shall be in writing and signed by the


 


32

















 


Administrator, HVF, the Administrative Agent, each Conduit Investor and
each Committed Note Purchaser, and in the case of any material amendments, receipt
of written confirmation from each rating agency then rating the Series 2008-1
Notes and the Series 2008-1 Commercial Paper that such amendment will not
result in the reduction or withdrawal of the then current ratings in respect of
the Series 2008-1 Notes or the Series 2008-1 Commercial Paper, as applicable; provided,
however, that, subject to any provision of the Base Indenture or the
Series 2008-1 Supplement requiring the consent of each affected Noteholder or
of a higher percentage of Noteholders, any amendment hereto that does not
adversely affect in any material respect the interests of the Conduit Investors
or the Committed Note Purchasers (as evidenced by an Opinion of Counsel (which
may be based on an Officer’s Certificate) issued by a law firm of nationally
recognized standing to the Trustee and each Funding Agent) shall only require
(i) the consent of the Conduit Investors and Committed Note Purchasers holding
more than 662/3 % of the Series 2008-1 Notes and the
Commitment, respectively, and (ii) satisfaction of the Series 2008-1 Rating
Agency Condition.


 


SECTION 9.02   No Waiver; Remedies.  Any waiver, consent or approval given by any
party hereto shall be effective only in the specific instance and for the
specific purpose for which given, and no waiver by a party of any breach or
default under this Agreement shall be deemed a waiver of any other breach or
default. No failure on the part of any party hereto to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any right hereunder, or any abandonment or
discontinuation of steps to enforce the right, power or privilege, preclude any
other or further exercise thereof or the exercise of any other right. No notice
to or demand on any party hereto in any case shall entitle such party to any
other or further notice or demand in the same, similar or other circumstances.
The remedies herein provided are cumulative and not exclusive of any remedies
provided by law.


 


SECTION 9.03   Binding on Successors and
Assigns.  This Agreement shall be
binding upon, and inure to the benefit of, HVF, the Administrator, the
Committed Note Purchasers, the Conduit Investors, the Administrative Agent and
their respective successors and assigns; provided, however, that
neither HVF nor the Administrator may assign or transfer its rights or
obligations hereunder or in connection herewith or any interest herein
(voluntarily, by operation of law or otherwise) without the prior written
consent of each Committed Note Purchaser and each Conduit Investor; provided,
that nothing herein shall prevent HVF from assigning its rights to the Trustee
under the Base Indenture and the Series 2008-1 Supplement; provided, further,
that none of the Conduit Investors or the Committed Note Purchasers may
transfer, pledge, assign, sell participations in or otherwise encumber its
rights or obligations hereunder or in connection herewith or any interest
herein except as permitted under Section 6.03(g), Section 9.17 and
this Section 9.03. Nothing expressed herein is intended or shall be
construed to give any Person other than the Persons referred to in the
preceding sentence any legal or equitable right, remedy or claim under or in
respect of this Agreement.


 


(a)           Notwithstanding any other provision
set forth in this Agreement, each Conduit Investor, or if there is no Conduit
Investor with respect to any Investor


 


33

















 


Group, the Committed Note Purchaser
with respect to such Investor Group, may at any time grant to one or more
Program Support Providers a participating interest in or lien on such Conduit
Investor’s, or if there is no Conduit Investor with respect to any Investor
Group, the related Committed Note Purchaser’s, interests in the Advances made
hereunder and such Program Support Provider, with respect to its participating
interest, shall be entitled to the benefits granted to such Conduit Investor or
Committed Note Purchaser, as applicable, under this Agreement.


 


(b)           Notwithstanding any other provision
set forth in this Agreement, each Conduit Investor may at any time, without the
consent of HVF, transfer and assign all or a portion of its rights in the
Series 2008-1 Notes (and its rights hereunder and under the Related Documents)
to its related Committed Note Purchaser. Furthermore, each Conduit Investor may
at any time grant a security interest in and lien on, all or any portion of its
interests under this Agreement, its Series 2008-1 Note and all Related
Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent,
(iii) any Program Support Provider who, at any time now or in the future,
provides program liquidity or credit enhancement, including without limitation,
an insurance policy for such Conduit Investor relating to the Series 2008-1
Commercial Paper or the Series 2008-1 Notes, (iv) any other Person who, at any
time now or in the future, provides liquidity or credit enhancement for the
Conduit Investors, including without limitation, an insurance policy relating
to the Series 2008-1 Commercial Paper or the Series 2008-1 Notes or (v) any
collateral trustee or collateral agent for any of the foregoing; provided,
however, any such security interest or lien shall be released upon
assignment of its Series 2008-1 Note to its related Committed Note Purchaser.
Each Committed Note Purchaser may assign its Commitment, or all or any portion
of its interest under its Series 2008-1 Note, this Agreement and the Related
Documents to any Person with the prior written consent of HVF, such consent not
to be unreasonably withheld. Notwithstanding any other provisions set forth in
this Agreement, each Committed Note Purchaser may at any time create a security
interest in all or any portion of its rights under this Agreement, its Series
2008-1 Note and the Related Documents in favor of any Federal Reserve Bank in
accordance with Regulation A of the Board of Governors of the Federal Reserve
System or any similar foreign entity.


 


SECTION 9.04   Survival of Agreement.
 All covenants, agreements,
representations and warranties made herein and in the Series 2008-1 Notes
delivered pursuant hereto shall survive the making and the repayment of the
Advances and the execution and delivery of this Agreement and the Series 2008-1
Notes and shall continue in full force and effect until all interest on and
principal of the Series 2008-1 Notes and all other amounts owed to the Conduit
Investors, the Committed Note Purchasers, the Funding Agents and the
Administrative Agent hereunder and under the Series 2008-1 Supplement have been
paid in full and the commitment of the Committed Note Purchasers hereunder has
been terminated. In addition, the obligations of HVF, the Committed Note
Purchasers and the Conduit Investors under Sections  3.03, 3.04,
3.05, 3.06, 3.07, 3.08, 9.05, 9.10(b)
and 9.11 shall survive the termination of this Agreement.


 


SECTION 9.05   Payment of Costs and
Expenses; Indemnification.  (a)  Payment
of Costs and Expenses.  HVF agrees to
pay on demand all reasonable


 


34

















 


expenses of the Administrative Agent, each Funding Agent, each Conduit
Investor and each Committed Note Purchaser (including the reasonable fees and
out-of-pocket expenses of counsel to each Conduit Investor and each Committed
Note Purchaser, if any, as well as the fees and expenses of the Rating Agencies
providing a rating in respect of any Series 2008-1 Commercial Paper) in
connection with


 


(i)            the negotiation, preparation,
execution, delivery and administration of this Agreement and of each other
Related Document, including schedules and exhibits, and any liquidity, credit
enhancement or insurance documents of a Program Support Provider with respect
to a Conduit Investor relating to the Series 2008-1 Notes and any amendments,
waivers, consents, supplements or other modifications to this Agreement or any
other Related Document as may from time to time hereafter be proposed, whether
or not the transactions contemplated hereby or thereby are consummated, and


 


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


 


HVF further
agrees to pay, and to save the Administrative Agent, each Funding Agent, each
Conduit Investor and each Committed Note Purchaser harmless from all liability
for (i) any breach by HVF of its obligations under this Agreement,
(ii) all reasonable costs incurred by the Administrative Agent, such
Funding Agent, such Conduit Investor or such Committed Note Purchaser in
enforcing this Agreement and (iii) any stamp, documentary or other taxes
which may be payable in connection with the execution or delivery of this
Agreement, any Borrowing hereunder, or the issuance of the Series 2008-1 Notes
or any other Related Documents. HVF also agrees to reimburse the Administrative
Agent, each Funding Agent, each Conduit Investor and each Committed Note
Purchaser upon demand for all reasonable out-of-pocket expenses incurred by the
Administrative Agent, such Funding Agent, such Conduit Investor or such
Committed Note Purchaser in connection with (x) the negotiation of any
restructuring or “work-out”, whether or not consummated, of the Related
Documents and (y) the enforcement of, or any waiver or amendment requested
under or with respect to, this Agreement or any other of the Related Documents.


 


Without limiting the foregoing, HVF shall have no
obligation to reimburse any Committed Note Purchaser and/or Conduit Investor
for any of the fees and/or expenses incurred by such Committed Note Purchaser
and/or Conduit Investor with respect to its sale or assignment of all or any
part of its respective rights and obligations under this Agreement and the
Series 2008-1 Notes pursuant to Section 9.17; provided, however,
that HVF shall reimburse each Committed Note Purchaser and/or Conduit Investor
who purchased Series 2008-1 Notes on the Series 2008-1 Closing Date for its
reasonable legal and administrative fees and expenses (excluding any fees
and/or expenses payable to the Rating Agencies) that were incurred by such
Committed Note Purchaser or Conduit Investor in connection with its assignment
and/or sale of its rights under this Agreement and such Series 2008-1 Notes
within 180 days of the Series 2008-1 Closing Date.


 


35

















 


(b)           Indemnification. In
consideration of the execution and delivery of this Agreement by the Conduit
Investors and the Committed Note Purchasers, HVF hereby indemnifies and holds
each Conduit Investor and each Committed Note Purchaser and each of their
officers, directors, employees and agents (collectively, the “Indemnified
Parties”) harmless from and against any and all actions, causes of action,
suits, losses, costs, liabilities and damages, and reasonable expenses incurred
in connection therewith (irrespective of whether any such Indemnified Party is
a party to the action for which indemnification hereunder is sought and
including, without limitation, any liability in connection with the offering
and sale of the Series 2008-1 Notes), including reasonable attorneys’ fees and
disbursements (collectively, the “Indemnified Liabilities”), incurred by
the Indemnified Parties or any of them (whether in prosecuting or defending
against such actions, suits or claims) to the extent resulting from, or arising
out of, or relating to


 


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


 


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


 


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


 


(c)           Indemnification of the
Administrative Agent and each Funding Agent.  (i) In consideration of the execution and
delivery of this Agreement by the Administrative Agent and each Funding Agent,
HVF hereby indemnifies and holds the Administrative Agent and each Funding
Agent and each of their respective officers, directors, employees and agents
(collectively, the “Agent Indemnified Parties”) harmless from and
against any and all actions, causes of action, suits, losses, costs,
liabilities and damages, and reasonable expenses incurred in connection
therewith (irrespective of whether any such Agent Indemnified Party is a party
to the action for which indemnification hereunder is sought and including,
without limitation, any liability in connection with the offering and sale of
the Series 2008-1 Notes), including reasonable attorneys’ fees and
disbursements (collectively, the “Agent Indemnified Liabilities”),
incurred by the Agent Indemnified Parties or any of them (whether in
prosecuting or defending against such actions, suits or claims) to the extent
resulting from, or arising out of, or relating to the entering into and
performance of this Agreement and any other Related Document by any of the
Agent Indemnified Parties, except for any such Agent Indemnified Liabilities
arising for the account of a particular Agent Indemnified Party by reason of
the relevant Agent Indemnified Party’s gross negligence or willful misconduct.
If and to the extent that the foregoing undertaking may be unenforceable for
any reason,


 


36

















 


HVF hereby agrees to make the maximum contribution to
the payment and satisfaction of each of the Agent Indemnified Liabilities which
is permissible under applicable law. The indemnity set forth in this Section
9.05(c)(i) shall in no event include indemnification for any taxes (which
indemnification is provided in Section 3.08). HVF shall give notice to
the Rating Agencies of any claim for Agent Indemnified Liabilities made under
this section.


 


(ii)           In consideration of the execution and
delivery of this Agreement by the Administrative Agent, each Funding Agent and
each Committed Note Purchaser, ratably according to its respective Commitment,
hereby indemnifies and holds the Administrative Agent and each of its officers,
directors, employees and agents (collectively, the “Administrative Agent
Indemnified Parties”) and each Funding Agent and each of its officers,
directors, employees and agents (collectively, the “Funding Agent
Indemnified Parties”, and together with the Administrative Agent
Indemnified Parties, the “Agent Indemnified Parties”) harmless from and
against any and all actions, causes of action, suits, losses, costs,
liabilities and damages, and reasonable expenses incurred in connection
therewith  (solely to the extent not
reimbursed by or on behalf of HVF) (irrespective of whether any such Agent
Indemnified Party is a party to the action for which indemnification hereunder
is sought and including, without limitation, any liability in connection with
the offering and sale of the Series 2008-1 Notes), including reasonable
attorneys’ fees and disbursements (collectively, the “Agent Indemnified
Liabilities”), incurred by the Agent Indemnified Parties or any of them
(whether in prosecuting or defending against such actions, suits or claims) to
the extent resulting from, or arising out of, or relating to the entering into
and performance of this Agreement and any other Related Document by any of the
Agent Indemnified Parties, except for any such Agent Indemnified Liabilities
arising for the account of a particular Agent Indemnified Party by reason of
the relevant Agent Indemnified Party’s gross negligence or willful misconduct.
If and to the extent that the foregoing undertaking may be unenforceable for
any reason, each Funding Agent and each Committed Note Purchaser hereby agrees
to make the maximum contribution to the payment and satisfaction of each of the
Agent Indemnified Liabilities which is permissible under applicable law. The
indemnity set forth in this Section 9.05(c)(ii) shall in no event
include indemnification for any taxes (which indemnification is provided in Section
3.08). Each Committed Note Purchaser shall give notice to the Rating
Agencies of any claim for Agent Indemnified Liabilities made under this
section.


 


SECTION 9.06   Characterization as Related
Document; Entire Agreement.  This
Agreement shall be deemed to be a Related Document for all purposes of the Base
Indenture and the other Related Documents. This Agreement, together with the
Base Indenture, the Series 2008-1 Supplement, the documents delivered pursuant
to Section 7.01 and the other Related Documents, including the exhibits
and schedules thereto, contains a final and complete integration of all prior
expressions by the parties hereto with respect to the subject matter hereof and
shall constitute the entire agreement among the parties hereto with respect to
the subject matter hereof, superseding all previous oral statements and other
writings with respect thereto.


 


37














 


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


 


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


 


SECTION 9.09   Tax Characterization.  Each party to this Agreement
(a) acknowledges that it is the intent of the parties to this Agreement
that, for accounting purposes and for all Federal, state and local income and
franchise tax purposes, the Series 2008-1 Notes will be treated as evidence of
indebtedness, (b) agrees to treat the Series 2008-1 Notes for all such
purposes as indebtedness and (c) agrees that the provisions of the Related
Documents shall be construed to further these intentions.


 


SECTION 9.10   No Proceedings; Limited
Recourse.  (a)  HVF. Each of the parties hereto (other
than HVF) hereby covenants and agrees that, prior to the date which is one year
and one day after the payment in full of any Notes issued by HVF pursuant to
the Base Indenture, it will not institute against, or join with any other
Person in instituting against, HVF, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any Federal or state bankruptcy or similar law, all as more particularly set
forth in Section 13.15 of the Base Indenture and subject to any retained rights
set forth therein; provided, however, that nothing in this Section
9.10(a) shall constitute a waiver of any right to indemnification,
reimbursement or other payment from HVF pursuant to this Agreement, the Series
2008-1 Supplement or the Base Indenture. In the event that a Committed Note
Purchaser (solely in its capacity as such) or a Conduit Investor (solely in its
capacity as such) takes action in violation of this Section 9.10(a), HVF
agrees that it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such a petition by any such Person against HVF
or the commencement of such action and raise the defense that such Person has
agreed in writing not to take such action and should be estopped and precluded
therefrom and such other defenses, if any, as its counsel advises that it may
assert. The provisions of this Section 9.10(a) shall survive the
termination of this Agreement. Nothing contained herein shall preclude
participation by a Committed Note Purchaser or a Conduit Investor in assertion
or defense of its claims in any such proceeding involving HVF. The obligations
of HVF under this Agreement are solely the limited liability company
obligations of HVF. In addition, each of the parties hereto agrees that all
fees, expenses and other costs payable hereunder by HVF shall be payable only
to the extent set forth in Section 13.16 of the Base Indenture and that all
other amounts owed to them by HVF


 


38

















 


shall be payable solely from amounts that become available for payment
pursuant to the Base Indenture and the Series 2008-1 Supplement.


 


(b)           The Conduit Investors. Each of
the parties hereto (other than the Conduit Investors) hereby covenants and
agrees that it will not, prior to the date which is one year and one day after
the payment in full of the latest maturing Series 2008-1 Commercial Paper or
other debt securities or instruments issued by a Conduit Investor, institute
against, or join with any other Person in instituting against, such Conduit
Investor, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any Federal or state
bankruptcy or similar law, subject to any retained rights set forth therein; provided,
however, that nothing in this Section 9.10(b) shall constitute a
waiver of any right to indemnification, reimbursement or other payment from
such Conduit Investor pursuant to this Agreement, the Series 2008-1 Supplement
or the Base Indenture. In the event that HVF, the Administrator, a Committed
Note Purchaser (solely in its capacity as such) or Hertz takes action in violation
of this Section 9.10(b), such related Conduit Investor may file an
answer with the bankruptcy court or otherwise properly contest the filing of
such a petition by any such Person against such Conduit Investor or the
commencement of such action and raise the defense that such Person has agreed
in writing not to take such action and should be estopped and precluded
therefrom and such other defenses, if any, as its counsel advises that it may
assert. The provisions of this Section 9.10(b) shall survive the
termination of this Agreement. Nothing contained herein shall preclude
participation by HVF, the Administrator, a Committed Note Purchaser or Hertz in
assertion or defense of its claims in any such proceeding involving a Conduit
Investor. The obligations of the Conduit Investors under this Agreement are
solely the corporate obligations of the Conduit Investors. No recourse shall be
had for the payment of any amount owing in respect of this Agreement, including
any obligation or claim arising out of or based upon this Agreement, against
any stockholder, employee, officer, agent, director, member, affiliate or
incorporator of any Conduit Investor; provided, however, nothing
in this Section 9.10(b) shall relieve any of the foregoing Persons from
any liability which any such Person may otherwise have for its gross negligence
or willful misconduct.


 


Notwithstanding any provisions contained in this
Agreement to the contrary, the Conduit Investors shall not, and shall not be
obligated to, fund or pay any amount pursuant to this Agreement or the Series
2008-1 Notes unless (i) the respective Conduit Investor has received funds
which may be used to make such funding or other payment and which funds are not
required to repay any of the commercial paper notes (“CP Notes”) issued
by such Conduit Investor when due and (ii) after giving effect to such funding
or payment, either (x) such Conduit Investor could issue CP Notes to refinance
all of its outstanding CP Notes (assuming such outstanding CP Notes matured at
such time) in accordance with the program documents governing its commercial
paper program or (y) all of the CP Notes are paid in full. Any amount which a
Conduit Investor does not pay pursuant to the operation of the preceding
sentence shall not constitute a claim (as defined in Section 101 of the
Bankruptcy Code) against or obligation of such Conduit Investor for any such
insufficiency.


 


39

















 


SECTION 9.11   Confidentiality.  Each Committed Note Purchaser and each Conduit
Investor agrees that it shall not disclose any Confidential Information to any
Person without the prior written consent of the Administrator and HVF, other
than (a) to their Affiliates and their officers, directors, employees, agents
and advisors (including, without limitation, legal counsel and accountants) and
to actual or prospective assignees and participants, and then only on a
confidential basis, (b) as requested by a court or administrative order or
decree, governmental or regulatory authority or self-regulatory organization or
required by any statute, law, rule or regulation or judicial process (including
any subpoena or similar legal process), (c) to any Rating Agency providing a
rating for the Series 2008-1 Notes or the Conduit’s debt, (d) in the course of
litigation with HVF, the Administrator or Hertz, (e) any Series 2008-1
Noteholder, any Committed Note Purchaser, any Conduit Investor, any Funding
Agent or the Administrative Agent, (f) any Person acting as a placement agent
or dealer with respect to any commercial paper (provided that any Confidential
Information provided to any such placement agent or dealer does not reveal the
identity of HVF or any of its Affiliates), (g) on a confidential basis, to
auditors or legal or other professional advisors of any party hereto or (h) to
any Person to the extent such Committed Note Purchaser or Conduit Investor
reasonably determines such disclosure is necessary or appropriate in connection
with the enforcement or for the defense of the rights and remedies under the
Series 2008-1 Notes, the Indenture or any other Related Document.


 


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


 


SECTION 9.12   Governing Law.  THIS AGREEMENT AND ALL MATTERS ARISING UNDER
OR IN ANY MANNER RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAW.


 


SECTION 9.13   Jurisdiction.  ALL JUDICIAL PROCEEDINGS BROUGHT
AGAINST ANY OF THE PARTIES HEREUNDER WITH RESPECT TO THIS SERIES 2008-1 NOTE
PURCHASE AGREEMENT MAY BE


 


40

















 


BROUGHT IN ANY STATE OR (TO THE EXTENT PERMITTED
BY LAW) FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN THE BOROUGH OF
MANHATTAN IN THE CITY OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS SERIES
2008-1 NOTE PURCHASE AGREEMENT, EACH PARTY HEREUNDER ACCEPTS FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SERIES 2008-1 NOTE PURCHASE
AGREEMENT.


 


SECTION 9.14   Waiver of Jury Trial.  ALL PARTIES HEREUNDER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS SERIES 2008-1 NOTE PURCHASE AGREEMENT, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)
OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH OR THEREWITH. ALL PARTIES
ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SIGNIFICANT
CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS SERIES 2008-1 NOTE PURCHASE
AGREEMENT.


 


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


 


SECTION 9.16   Additional Investor Groups.
 Unless an Amortization Event or a
Potential Amortization Event, in each case, with respect to the 2008-1 Notes
shall have occurred and be continuing, HVF may, upon at least three (3)
Business Days’ prior written notice to each Funding Agent, the Administrative
Agent and each Rating Agency, cause an Additional Investor Group and its
related Funding Agent, Conduit Purchasers, if any, and Committed Note
Purchasers to become parties to this Agreement to increase the Series 2008-1
Maximum Principal Amount by complying with the provisions of this Section
9.16 and Sections 2.1 and 5.1 of the Series 2008-1 Supplement. Each such
notice shall set forth the name of the Funding Agent, the Conduit Purchasers,
if any, and the Committed Note Purchasers which are members of such Additional
Investor Group, the Maximum Investor Group Principal Amount with respect to
such Additional Investor Group, the related Committed Note Purchaser’s
Committed Note Purchaser Percentage and the desired effective date of such
Additional Investor Group becoming a party to this Agreement. Each Additional
Investor Group shall, upon the execution of an Addendum by such Additional
Investor Group, the Administrative Agent and HVF, become a party to this
Agreement from and after the date of such execution with the same effect as if
such Additional Investor Group had been an original party


 


41

















 


hereunder and the Administrative Agent shall amend Schedule I
hereto in accordance with the information provided in the notice described
above.


 


SECTION 9.17   Assignment.  (a)  Any
Committed Note Purchaser may at any time sell all or any part of its rights and
obligations under this Agreement and the Series 2008-1 Notes, with the prior
written consent of HVF, which consent shall not be unreasonably withheld, to
one or more financial institutions (an “Acquiring Committed Note Purchaser”)
pursuant to an assignment and assumption agreement, substantially in the form
of Exhibit B (the “Assignment and Assumption Agreement”),
executed by such Acquiring Committed Note Purchaser, such assigning Committed
Note Purchaser, the Funding Agent with respect to such Committed Note Purchaser
and HVF and delivered to the Administrative Agent; provided that the
consent of HVF to any such assignment shall not be required (i) after the
occurrence and during the continuance of an Amortization Event with respect to
the Series 2008-1 Notes or (ii) if such Acquiring Committed Note Purchaser is
an Affiliate of such assigning Committed Note Purchaser.


 


(b)           Without limiting the foregoing, each
Conduit Investor may assign all or a portion of the Investor Group Principal
Amount with respect to such Conduit Investor and its rights and obligations
under this Agreement and any other Related Documents to which it is a party (or
otherwise to which it has rights) to a Conduit Assignee with respect to such
Conduit Investor, without the prior written consent of HVF. Upon such assignment
by a Conduit Investor to a Conduit Assignee, (i) such Conduit Assignee shall be
the owner of the Investor Group Principal Amount or such portion thereof with
respect to such Conduit Investor, (ii) the related administrative or managing
agent for such Conduit Assignee will act as the Funding Agent for such Conduit
Assignee hereunder, with all corresponding rights and powers, express or
implied, granted to the Funding Agent hereunder or under the other Related
Documents, (iii) such Conduit Assignee and its liquidity support provider(s)
and credit support provider(s) and other related parties, in each case relating
to the Series 2008-1 Commercial Paper and/or the Series 2008-1 Notes, shall
have the benefit of all the rights and protections provided to such Conduit
Investor herein and in the other Related Documents (including, without
limitation, any limitation on recourse against such Conduit Assignee as
provided in this paragraph), (iv) such Conduit Assignee shall assume all of
such Conduit Investor’s obligations, if any, hereunder or under the Base
Indenture or under any other Related Document with respect to such portion of
the Investor Group Principal Amount and such Conduit Investor shall be released
from such obligations, (v) all distributions in respect of the Investor Group
Principal Amount or such portion thereof with respect to such Conduit Investor
shall be made to the applicable Funding Agent on behalf of such Conduit
Assignee, (vi) the definition of the term “CP Rate” with respect to the portion
of the Investor Group Principal Amount with respect to such Conduit Investor,
as applicable funded with commercial paper issued by such Conduit Assignee from
time to time shall be determined in the manner set forth in the definition of
“CP Rate” applicable to such Conduit Assignee on the basis of the interest rate
or discount applicable to commercial paper issued by such Conduit Assignee
(rather than any other Conduit Investor), (vii) the defined terms and other
terms and provisions of this Agreement and the other Related Documents shall be
interpreted in accordance with the foregoing, and (viii) if requested by the
Funding Agent with respect to such


 


42

















 


Conduit Assignee, the parties will
execute and deliver such further agreements and documents and take such other
actions as the Funding Agent may reasonably request to evidence and give effect
to the foregoing. No assignment by any Conduit Investor to a Conduit Assignee
of all or any portion of the Investor Group Principal Amount with respect to
such Conduit Investor shall in any way diminish the obligation of the Committed
Note Purchasers in the same Investor Group as such Conduit Investor under Section
2.03 to fund
any Increase not funded by such Conduit Investor or such Conduit Assignee.


 


(c)           Any
Conduit Investor and the Committed Note Purchaser with respect to such Conduit
Investor may at any time sell all or any part of their respective rights and
obligations under this Agreement and the Series 2008-1 Notes, with the prior
written consent of HVF, which consent shall not be unreasonably withheld, to a
multi-seller commercial paper conduit, whose commercial paper has ratings of at
least “A-2” from S&P and “P2” from Moody’s and one or more financial institutions
providing support to such multi-seller commercial paper conduit (an “Acquiring
Investor Group”) pursuant to a transfer supplement, substantially in the
form of Exhibit C (the “Investor Group Supplement”), executed by
such Acquiring Investor Group, the Funding Agent with respect to such Acquiring
Investor Group (including the Conduit Investor and the Committed Note
Purchasers with respect to such Investor Group), such assigning Conduit
Investor and the Committed Note Purchasers with respect to such Conduit
Investor, the Funding Agent with respect to such assigning Conduit Investor and
Committed Note Purchasers and HVF and delivered to the Administrative Agent; provided
that the consent of HVF to any such assignment shall not be required after the
occurrence and during the continuance of an Amortization Event with respect to
the Series 2008-1 Notes; provided further that it shall not
be considered unreasonable for HVF to withhold its consent to an assignment to
a potential Acquiring Investor Group that has ratings of at least “A-2” from
S&P and “P2” by Moody’s, but does not have ratings of at least “A-1” from
S&P or “P1” by Moody’s if such assignment will result in a material
increase in HVF’s costs of financing with respect to the applicable Series
2008-1 Notes.


 


(d)           Any Committed Note Purchaser may, in
the ordinary course of its business and in accordance with applicable law, at
any time sell to one or more financial institutions or other entities (“Participants”)
participations in its Committed Note Purchaser Percentage of the Maximum
Investor Group Principal Amount with respect to it and the other Committed Note
Purchasers included in the related Investor Group, its Series 2008-1 Note and
its rights hereunder (or, in each case, a portion thereof) pursuant to
documentation in form and substance satisfactory to such Committed Note
Purchaser and the Participant; provided, however, that (i) in the
event of any such sale by a Committed Note Purchaser to a Participant, (A) such
Committed Note Purchaser’s obligations under this Agreement shall remain
unchanged, (B) such Committed Note Purchaser shall remain solely responsible
for the performance thereof and (C) HVF and the Administrative Agent shall
continue to deal solely and directly with such Committed Note Purchaser in
connection with its rights and obligations under this Agreement and (ii) no
Committed Note Purchaser shall sell any participating interest under which the
Participant shall have rights to approve any amendment to, or any consent or
waiver with respect to, this Agreement, the Base Indenture, the Series 2008-1
Supplement or any 


 


43

















 


Related Document, except to the
extent that the approval of such amendment, consent or waiver otherwise would
require the unanimous consent of all Committed Note Purchasers hereunder. A
Participant shall have the right to receive reimbursement for amounts due
pursuant to Sections 3.05, 3.06, 3.07 and 3.08 but
only to the extent that the related selling Committed Note Purchaser would have
had such right absent the sale of the related participation and, with respect
to amounts due pursuant to Section 3.08, only to the extent such
Participant shall have complied with the provisions of Section 3.08 as
if such Participant were a Committed Note Purchaser.


 


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


 


[Remainder
of Page Intentionally Blank]


 


44

















 


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


 


 


	
   

  	
  HERTZ
  VEHICLE FINANCING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott Massengill

  
	
   

  	
   

  	
  Name:

  	
  Scott Massengill

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  225
  Brae Boulevard

  
	
   

  	
   

  	
  Park
  Ridge, NJ 07656

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Treasury
  Department

  
	
   

  	
  Telephone:

  	
  (201)
  307-2000

  
	
   

  	
  Facsimile:

  	
  (201)307-2746

  
						



 


Note Purchase Agreement


 

















 


	
   

  	
  THE
  HERTZ CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott Massengill

  
	
   

  	
   

  	
  Name:

  	
  Scott Massengill

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  225
  Brae Boulevard

  
	
   

  	
   

  	
  Park
  Ridge, NJ 07656

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Treasury
  Department

  
	
   

  	
  Telephone:

  	
  (201)
  307-2000

  
	
   

  	
  Facsimile:

  	
  (201)307-2746

  
					



 


Note Purchase Agreement


 

















 


 


	
   

  	
  DEUTSCHE
  BANK SECURITIES INC., as the 

  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT SHELDON

  
	
   

  	
   

  	
  Name:

  	
  ROBERT SHELDON

  
	
   

  	
   

  	
  Title:

  	
  DIRECTOR

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CHAWEY WU

  
	
   

  	
   

  	
  Name:

  	
  CHAWEY
  WU

  	
   

  
	
   

  	
   

  	
  Title:

  	
  VICE PRESIDENT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  60
  Wall Street, 19th Floor

  
	
   

  	
   

  	
  New
  York, NY 10005-2858

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Tina
  Gu

  
	
   

  	
  Telephone:

  	
  (212)
  250-0357

  
	
   

  	
  Facsimile:

  	
  (212)
  797-5150

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  With
  electronic copy to abs.conduits@db.com

  



 


Note Purchase Agreement


 

















 


	
   

  	
  SHEFFIELD
  RECEIVABLES CORPORATION, 

  as a Conduit Investor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Barclays Bank
  PLC, as Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shailesh S. Deshpande

  
	
   

  	
  Name:

  	
  Shailesh
  S. Deshpande

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  200
  Park Avenue

  
	
   

  	
   

  	
  New
  York, New York 10166

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Mary
  Logan

  
	
   

  	
  Telephone:

  	
  (212) 412-3266

  
	
   

  	
  Facsimile:

  	
  (212) 412-6846

  
	
   

  	
  Email:

  	
  mary.logan@barcap.com

  
							



 


Note Purchase Agreement


 














 


	
   

  	
  SHEFFIELD
  RECEIVABLES CORPORATION,

  as a Committed Note Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Shailesh S. Deshpande

  
	
   

  	
   

  	
  Name:

  	
  Shailesh
  S. Deshpande

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  200
  Park Avenue

  
	
   

  	
   

  	
  New
  York, New York 10166

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Mary
  Logan

  
	
   

  	
  Telephone:

  	
  (212) 412-3266

  
	
   

  	
  Facsimile:

  	
  (212) 412-6846

  
	
   

  	
  Email:

  	
  mary.logan@barcap.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
  $300,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PERCENTAGE:
  36.3636%

  



 


Note
Purchase Agreement


 

















 


	
   

  	
  BARCLAYS
  BANK PLC., as a Funding Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Fouad S. Onbargi

  
	
   

  	
   

  	
  Name:

  	
  Fouad
  S. Onbargi

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  200
  Park Avenue

  
	
   

  	
   

  	
  New
  York, New York 10166

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Mary
  Logan

  
	
   

  	
  Telephone:

  	
  (212) 412-3266

  
	
   

  	
  Facsimile:

  	
  (212) 412-6846

  
	
   

  	
  Email:

  	
  mary.logan@barcap.com

  



 


 


Note
Purchase Agreement


 

















 


	
   

  	
  NANTUCKET
  FUNDING CORP., LLC, as a

  Conduit Investor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Philip A. Mortone

  
	
   

  	
   

  	
  Name:

  	
  Philip
  A. Mortone

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  60
  Wall Street, 19th Floor

  
	
   

  	
   

  	
  New
  York, NY 10005-2858

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Tina
  Gu

  
	
   

  	
  Telephone:

  	
  (212)
  250-0357

  
	
   

  	
  Facsimile:

  	
  (212)
  797-5150

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  With electronic copy to
  abs.conduits@db.com

  



 


 


Note
Purchase Agreement


 

















 


	
   

  	
  DEUTSCHE BANK AG, NEW
  YORK BRANCH,

  as Committed Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  ROBERT SHELDON

  
	
   

  	
   

  	
  Name:

  	
  ROBERT SHELDON

  	
   

  
	
   

  	
   

  	
  Title:

  	
  DIRECTOR

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  CHAWEY WU

  
	
   

  	
   

  	
  Name:

  	
  CHAWEY WU

  	
   

  
	
   

  	
   

  	
  Title:

  	
  VICE
  PRESIDENT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  60
  Wall Street, 19th Floor

  
	
   

  	
   

  	
  New
  York, NY 10005-2858

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Tina
  Gu

  
	
   

  	
  Telephone:

  	
  (212)
  250-0357

  
	
   

  	
  Facsimile:

  	
  (212)
  797-5150

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  With electronic copy to
  abs.conduits@db.com

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  	
   

  
	
   

  	
  $300,000,000

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PERCENTAGE:
  36.3636%

  
						



 


 


Note
Purchase Agreement


 

















 


	
   

  	
  DEUTSCHE
  BANK AG, NEW YORK BRANCH,

  as a Funding Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  ROBERT SHELDON

  
	
   

  	
   

  	
  Name:

  	
  ROBERT SHELDON

  	
   

  
	
   

  	
   

  	
  Title:

  	
  DIRECTOR

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  CHAWEY WU

  
	
   

  	
   

  	
  Name:

  	
  CHAWEY WU

  	
   

  
	
   

  	
   

  	
  Title:

  	
  VICE
  PRESIDENT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  60
  Wall Street, 19th Floor

  
	
   

  	
   

  	
  New
  York, NY 10005-2858

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Tina
  Gu

  
	
   

  	
  Telephone:

  	
  (212)
  250-0357

  
	
   

  	
  Facsimile:

  	
  (212)
  797-5150

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  With electronic copy to
  abs.conduits@db.com

  
							



 


Note
Purchase Agreement


 

















 


	
   

  	
  MERRILL LYNCH MORTGAGE
  CAPITAL INC.,

  as Committed Note Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Magnus

  
	
   

  	
   

  	
  Name:

  	
  Joseph Magnus

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  2
  World Financial Center

  
	
   

  	
   

  	
  25th
  Floor

  
	
   

  	
   

  	
  New
  York, New York 10281

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Mark
  MacDonald

  
	
   

  	
  Telephone:

  	
  (212)
  236-2560

  
	
   

  	
  Facsimile:

  	
  (212)
  553-2326

  
	
   

  	
  Email:

  	
  Mark_MacDonald@ml.com

  
	
   

  	
   

  	
   

  
	
   

  	
  With
  copies to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  2
  World Financial Center

  
	
   

  	
   

  	
  25th
  Floor

  
	
   

  	
   

  	
  New
  York, New York 10281

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Chris
  Gregory

  
	
   

  	
  Telephone:

  	
  (212)
  236-2563

  
	
   

  	
  Facsimile:

  	
  (212)
  553-2326

  
	
   

  	
  Email:

  	
  christopher_gregory@ml.com

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  4
  World Financial Center

  
	
   

  	
   

  	
  11th
  Floor

  
	
   

  	
   

  	
  New
  York, New York 10080

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Bill
  Heskett

  
	
   

  	
  Telephone:

  	
  (212)
  449-9836

  
	
   

  	
  Facsimile:

  	
  (212)
  449-9015

  
	
   

  	
  Email:

  	
  william_heskett@ml.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  4
  World Financial Center

  
	
   

  	
   

  	
  11th
  Floor

  
	
   

  	
   

  	
  New
  York, New York 10080

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Olga
  Filipenko

  
	
   

  	
  Telephone:

  	
  (212)
  449-4928

  
	
   

  	
  Facsimile:

  	
  (212)
  449-9015

  
	
   

  	
  Email:

  	
  olga_filipenko@ml.com

  



 


 


Note
Purchase Agreement


 

















 


	
   

  	
  Address:

  	
  4
  World Financial Center

  
	
   

  	
   

  	
  11th
  Floor

  
	
   

  	
   

  	
  New
  York, New York 10080

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Joseph
  Magnus

  
	
   

  	
  Telephone:

  	
  (212)
  449-7854

  
	
   

  	
  Facsimile:

  	
  (212)
  449-9015

  
	
   

  	
  Email:

  	
  joseph_magnus@ml.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT
  AMOUNT:

  $225,000,000 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PERCENTAGE:
  27.2727%

  
				



 


 


[SERIES
2008-1 NOTE PURCHASE AGREEMENT]


 

















 


	
   

  	
  MERRILL
  LYNCH MORTGAGE CAPITAL INC.,

  as a
  Funding Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Magnus

  
	
   

  	
   

  	
  Name:

  	
   Joseph Magnus

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  2
  World Financial Center

  
	
   

  	
   

  	
  25th
  Floor

  
	
   

  	
   

  	
  New
  York, New York 10281

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Mark
  MacDonald

  
	
   

  	
  Telephone:

  	
  (212)
  236-2560

  
	
   

  	
  Facsimile:

  	
  (212)
  553-2326

  
	
   

  	
  Email:

  	
  Mark_MacDonald@ml.com

  
	
   

  	
   

  	
   

  
	
   

  	
  With
  a copies to:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  2
  World Financial Center

  
	
   

  	
   

  	
  25th
  Floor

  
	
   

  	
   

  	
  New
  York, New York 10281

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Chris
  Gregory

  
	
   

  	
  Telephone:

  	
  (212)
  236-2563

  
	
   

  	
  Facsimile:

  	
  (212)
  553-2326

  
	
   

  	
  Email:

  	
  christopher_gregory@ml.com

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  4
  World Financial Center

  
	
   

  	
   

  	
  11th
  Floor

  
	
   

  	
   

  	
  New
  York, New York 10080

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Bill
  Heskett

  
	
   

  	
  Telephone:

  	
  (212)
  449-9836

  
	
   

  	
  Facsimile:

  	
  (212)
  449-9015

  
	
   

  	
  Email:

  	
  william_heskett@ml.com

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  4
  World Financial Center

  
	
   

  	
   

  	
  11th
  Floor

  
	
   

  	
   

  	
  New
  York, New York 10080

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Olga
  Filipenko

  
	
   

  	
  Telephone:

  	
  (212)
  449-4928

  
	
   

  	
  Facsimile:

  	
  (212)
  449-9015

  
	
   

  	
  Email:

  	
  olga_filipenko@ml.com

  



 


 


Note
Purchase Agreement


 

















 


	
   

  	
  Address:

  	
  4
  World Financial Center

  
	
   

  	
   

  	
  11th
  Floor

  
	
   

  	
   

  	
  New
  York, New York 10080

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Joseph
  Magnus

  
	
   

  	
  Telephone:

  	
  (212)
  449-7854

  
	
   

  	
  Facsimile:

  	
  (212)
  449-9015

  
	
   

  	
  Email:

  	
  joseph_magnus@ml.com

  



 


 


[SERIES 2008-1
NOTE PURCHASE AGREEMENT]


 

















 


Schedule I


 


SHEFFIELD
RECEIVABLES CORPORATION, as a Conduit Investor


 


BARCLAYS BANK
PLC., as a Committed Note Purchaser


 


Commitment
Amount: $300,000,000


 


Committed Note
Purchaser Percentage: 36.3636%


 


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


 


BARCLAYS BANK
PLC., as a Funding Agent for SHEFFIELD RECEIVABLES CORPORATION


 


NANTUCKET
FUNDING CORP., LLC, as a Conduit Investor


 


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


 


Commitment
Amount: $300,000,000


 


Committed Note
Purchaser Percentage: 36.3636%


 


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


 


DEUTSCHE BANK
AG, NEW YORK BRANCH, as a Funding Agent for NANTUCKET FUNDING CORP., LLC


 


[SERIES 2008-1
NOTE PURCHASE AGREEMENT]


 

















 


MERRILL LYNCH
MORTGAGE CAPITAL INC., as a Committed Note Purchaser


 


Commitment
Amount: $225,000,000


 


Committed Note
Purchaser Percentage: 27.2727%


 


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


 


MERRILL LYNCH
MORTGAGE CAPITAL INC., as a Funding Agent for MERRILL LYNCH MORTGAGE CAPITAL
INC.


 


[SERIES 2008-1
NOTE PURCHASE AGREEMENT]


 














 


EXHIBIT
A

TO

SERIES 2008-1 NOTE PURCHASE AGREEMENT


 


FORM OF ADVANCE REQUEST


 


HERTZ VEHICLE FINANCING LLC

SERIES 2008-1 VARIABLE FUNDING RENTAL CAR

ASSET BACKED NOTES


 


To:  Addressees on Schedule I hereto


 


Ladies and
Gentlemen:


 


This Advance Request is delivered to you pursuant to Section 7.03
of that certain Series 2008-1 Note Purchase Agreement, dated as of September 12,
2008 (as amended, supplemented, restated or otherwise modified from time to
time, the “Series 2008-1 Note Purchase Agreement”) among Hertz
Vehicle Financing LLC, the Conduit Investors, the Committed Note Purchasers,
the Funding Agents named therein, The Hertz Corporation, as Administrator and
Deutsche Bank Securities Inc., as Administrative Agent (in such capacity, the “Administrative
Agent”).


 


Unless otherwise defined herein or as the context otherwise requires,
terms used herein have the meaning assigned thereto under Section 1.01 of
the Series 2008-1 Note Purchase Agreement, and if not defined therein,
shall have the meaning assigned thereto under Schedule I of the Base Indenture.


 


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


 


The undersigned hereby certifies that (i) the Aggregate Asset
Amount as of the date hereof is an amount equal to
$                            
and (ii) the Series 2008-1 Enhancement Amount as of the date hereof
is an amount equal to
$                            .


 


The undersigned hereby acknowledges that the delivery of this Advance
Request and the acceptance by undersigned of the proceeds of the Advance
requested hereby constitute a representation and warranty by the undersigned
that, on the date of such Advance, and before and after giving effect thereto
and to the application of the proceeds therefrom, all conditions set forth in Section 7.03
of the Series 2008-1 Note Purchase Agreement and Section 2.1(b) of
the Series 2008-1 Supplement have been satisfied and all statements set
forth in Section 6.01 of the 


 


A-1

















 


Series 2008-1 Note Purchase Agreement are true
and correct as required pursuant to Section 7.03(a)(i) of the Series 2008-1
Note Purchase Agreement.


 


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


 


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


 


[insert payment instructions]


 


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


 


	
   

  	
  HERTZ VEHICLE FINANCING
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
  SCHEDULE I:

  
	
   

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

  
	
  2 North LaSalle Street

  
	
  Chicago, IL 60602

  
	
  Attention: Corporate
  Trust Administration — Structured Finance

  
	
  Telephone: 312-827-8663

  
	
  Fax: 312-827-8562

  
	
  Email:
  john.ask@bnymellon.com

  
	
   

  
	
  DEUTSCHE BANK SECURITIES INC.,
  as Administrative Agent

  
	
  60 Wall Street

  
	
  New York, NY 10005-2858

  
	
  Attention: Tina Gu

  
	
  Telephone: (212)
  250-0357

  
	
  Fax: (212) 797-5150

  
	
  Email: tina.gu@db.com

  
	
   

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

  
	
   

  
	
  BARCLAYS BANK PLC., as a
  Funding Agent for SHEFFIELD RECEIVABLES CORPORATION and SALISBURY RECEIVABLES
  COMPANY

  
	
  Ms. Mary Logan

  
	
  Director

  
	
  Barclays Bank PLC

  
	
  200 Park Avenue

  
	
  New York, NY 10166

  
	
  Tel: (212) 412-3266

  
	
  Fax: (212) 412-6846

  
	
  Email:mary.logan@barcap.com

  
	
   

  
	
  DEUTSCHE BANK AG, NEW YORK
  BRANCH, as a Funding Agent for NANTUCKET FUNDING CORP., LLC

  
	
  60 Wall Street

  
	
  New York, NY 10005-2858

  
	
  Attention: Tina Gu

  
	
  Telephone: (212)
  250-0357

  
	
  Fax: (212) 797-5150

  
	
  Email: tina.gu@db.com

  
	
   

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

  



 

















 


	
  MERRILL LYNCH MORTGAGE CAPITAL
  INC., as a Funding Agent and Committed Note Purchaser

  
	
  2 World Financial
  Center, 25th Floor

  
	
  New York, NY 10281

  
	
  Attention: Mark
  MacDonald

  
	
  Telephone: (212)
  236-2560

  
	
  Fax: (212) 553-2326

  
	
  Email:
  Mark_MacDonald@ml.com

  
	
   

  
	
  with a copy to:

  
	
   

  
	
  2 World Financial
  Center, 25th Floor

  
	
  New York, NY 10281

  
	
  Attention: Chris
  Gregory

  
	
  Telephone: (212)
  236-2563

  
	
  Fax: (212) 553-2326

  
	
  Email: christopher_gregory@ml.com

  
	
   

  
	
  with a copy to:

  
	
   

  
	
  4 World Financial
  Center, 11th Floor

  
	
  New York, NY 10080

  
	
  Attention: Bill Heskett

  
	
  Telephone: (212)
  449-9863

  
	
  Fax: (212) 449-9015

  
	
  Email:
  william_heskett@ml.com

  
	
   

  
	
  with a copy to:

  
	
   

  
	
  4 World Financial
  Center, 11th Floor

  
	
  New York, NY 10080

  
	
  Attention: Olga
  Filipenko

  
	
  Telephone: (212)
  449-4928

  
	
  Fax: (212) 449-9015

  
	
  Email:
  olga_filipenko@ml.com

  
	
   

  
	
  with a copy to:

  
	
   

  
	
  4
  World Financial Center, 11th Floor

  



New York, New York
10080

Attention:  Joseph Magnus

Telephone: (212) 449-7854

Facsimile: (212) 449-9015


Email: joseph_magnus@ml.com


 

















 


SCHEDULE II:


 


	
  Funding
  Allocation by Funding Agent:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BARCLAYS
  BANK PLC.

  	
   

  	
  36.3636

  	
  %

  	
  $

  	
   

  
	
  DEUTSCHE
  BANK AG, NEW YORK BRANCH

  	
   

  	
  36.3636

  	
  %

  	
  $

  	
   

  
	
  MERRILL
  LYNCH MORTGAGE CAPITAL INC.

  	
   

  	
  27.2727

  	
  %

  	
  $

  	
   

  



 

















 


EXHIBIT
B

TO

SERIES 2008-1 NOTE PURCHASE AGREEMENT


 


FORM OF ASSIGNMENT AND
ASSUMPTION AGREEMENT


 


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


 


W I T N E S S E T H:


 


WHEREAS,
this Assignment and Assumption Agreement is being executed and delivered in
accordance with subsection 9.17(a) of the Series 2008-1 Note Purchase
Agreement, dated as of September 12, 2008 (as from time to time amended,
supplemented or otherwise modified in accordance with the terms thereof, the “Series 2008-1
Note Purchase Agreement”; terms defined therein being used herein as
therein defined), among the Company, the Conduit Investors, the Committed Note
Purchasers, the Funding Agents named therein, The Hertz Corporation, as
Administrator and Deutsche Bank Securities Inc., as Administrative Agent (in
such capacity, the “Administrative Agent”);


 


WHEREAS,
each Acquiring Committed Note Purchaser (if it is not already an existing Committed Note Purchaser) wishes to become a Committed Note
Purchaser party to the Series 2008-1 Note Purchase Agreement; and


 


WHEREAS,
the Transferor is selling and
assigning to each Acquiring Committed Note Purchaser, its rights,
obligations and commitments under the Series 2008-1 Note Purchase
Agreement and the Series 2008-1 Notes;


 


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


 


Upon
the execution and delivery of this Assignment and Assumption Agreement by each
Acquiring Committed Note Purchaser, each Funding Agent, the Transferor and the
Company (the date of such execution and delivery, the “Transfer Issuance
Date”), each Acquiring Committed Note Purchaser shall be a Committed Note
Purchaser party to the Series 2008-1 Note Purchase Agreement for all
purposes thereof.


 


B-1

















 


The
Transferor acknowledges receipt from each Acquiring Committed Note Purchaser of
an amount equal to the purchase price, as agreed between the Transferor and
such Acquiring Committed Note Purchaser (the “Purchase Price”), of the
portion being purchased by such Acquiring Committed Note Purchaser (such
Acquiring Committed Note Purchaser’s “Purchased Percentage”) of the
Transferor’s Commitment under the Series 2008-1 Note Purchase Agreement
and the Transferor’s Investor Group Invested Amount.  The Transferor hereby irrevocably sells,
assigns and transfers to each Acquiring Committed Note Purchaser, without recourse,
representation or warranty, and each Acquiring Committed Note Purchaser hereby
irrevocably purchases, takes and assumes from the Transferor, such Acquiring
Committed Note Purchaser’s Purchased Percentage of the Transferor’s Commitment
under the Series 2008-1 Note Purchase Agreement and the Transferor’s
Investor Group Invested Amount.


 


The
Transferor has made arrangements with each Acquiring Committed Note Purchaser
with respect to (i) the portion, if any, to be paid, and the date or dates
for payment, by the Transferor to such Acquiring Committed Note Purchaser of
any program fees, undrawn facility fee, structuring and commitment fees or
other fees (collectively, the “Fees”) [heretofore received] by the
Transferor pursuant to Section 3.02 of the Series 2008-1 Note
Purchase Agreement prior to the Transfer Issuance Date [and (ii) the
portion, if any, to be paid, and the date or dates for payment, by such
Acquiring Committed Note Purchaser to the Transferor of Fees received by such
Acquiring Committed Note Purchaser pursuant to the Series 2008-1
Supplement from and after the Transfer Issuance Date].


 


From
and after the Transfer Issuance Date, amounts that would otherwise by payable
to or for the account of the Transferor pursuant to the Series 2008-1
Supplement or the Series 2008-1 Note Purchase Agreement shall, instead, be
payable to or for the account of the Transferor and the Acquiring Committed
Note Purchasers, as the case may be, in accordance with their respective
interests as reflected in this Assignment and Assumption Agreement, whether
such amounts have accrued prior to the Transfer Issuance Date or accrue
subsequent to the Transfer Issuance Date.


 


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


 


By
executing and delivering this Assignment and Assumption Agreement, the
Transferor and each Acquiring Committed Note Purchaser confirm to and agree
with each other and the Committed Note Purchasers as follows:  (i) other than the representation and warranty
that it is the legal and beneficial owner of the interest being assigned hereby
free and clear of any adverse claim, the Transferor makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Series 2008-1
Supplement, the Series 2008-1 Note Purchase Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Indenture, the Series 2008-1 Notes, the Related Documents or any
instrument or document furnished pursuant thereto; (ii) the Transferor
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Company or the performance or observance by
the 


 


B-2

















 


Company of any of the Company’s obligations under the Indenture, the
Related Documents or any other instrument or document furnished pursuant
hereto; (iii) each Acquiring Committed Note Purchaser confirms that it has
received a copy of the Indenture, the Series 2008-1 Note Purchase
Agreement and such other Related Documents and other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Assignment and Assumption Agreement; (iv) each Acquiring
Committed Note Purchaser will, independently and without reliance upon the
Administrative Agent, the Transferor or any other Investor Group and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Series 2008-1 Note Purchase Agreement; (v) each Acquiring
Committed Note Purchaser appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers under the Series 2008-1
Note Purchase Agreement as are delegated to the Administrative Agent by the
terms thereof, together with such powers as are reasonably incidental thereto,
all in accordance with Article 5 of the Series 2008-1 Note Purchase
Agreement; (vi) each Acquiring Committed Note Purchaser appoints and
authorizes a Funding Agent to take such action as agent on its behalf and to
exercise such powers under the Series 2008-1 Note Purchase Agreement as
are delegated to such Funding Agent by the terms thereof, together with such
powers as are reasonably incidental thereto, all in accordance with Article 5
of the Series 2008-1 Note Purchase Agreement, (vii) each Acquiring
Committed Note Purchaser agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Series 2008-1 Note
Purchase Agreement are required to be performed by it as an Acquiring Committed
Note Purchaser and (viii) the Acquiring Committed Note Purchaser hereby
represents and warrants to HVF and the Administrator that the representations
and warranties contained in Section 6.03 of the Series 2008-1
Note Purchase Agreement are true and correct with respect to the Acquiring
Committed Note Purchaser on and as of the date hereof and the Acquiring
Committed Note Purchaser shall be deemed to have made such representations and
warranties contained in Section 6.03 of the Series 2008-1 Note
Purchase Agreement on and as of the date hereof.


 


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


 


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


 


B-3

















 


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


 


	
   

  	
  [          ],
  as Transferor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [      ], as Acquiring Committed Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [          ],
  as Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


B-4

















 


CONSENTED AND ACKNOWLEDGED:


 


HERTZ VEHICLE FINANCING LLC


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  



 


B-5

















 


LIST OF ADDRESSES FOR
NOTICES


AND OF COMMITMENT
PERCENTAGES


 


DEUTSCHE BANK SECURITIES INC., as

Administrative Agent


 


Address:


 




Attention:

Telephone:

Facsimile:


 


[               ]


 


	
  Address:

  	
   

  	
  [          ]

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: [          ]

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone: [          ]

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile: [          ]

  	
   

  	
   

  



 


	
  Prior Commitment
  Percentage:

  	
   

  	
  [          ]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revised Commitment
  Percentage:

  	
   

  	
  [          ]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prior Investor Group
  Invested Amount:

  	
   

  	
  [          ]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revised Investor Group
  Invested Amount:

  	
   

  	
  [          ]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [

  	
   

  	
  ]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prior Commitment
  Percentage:

  	
   

  	
              [          ]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revised Commitment
  Percentage:

  	
   

  	
              [          ]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prior Investor Group
  Invested Amount:

  	
   

  	
              [          ]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revised
  Investor Group Invested Amount:

  	
   

  	
              [          ]

  	
   

  	
   

  



 














 


EXHIBIT
C

TO

SERIES 2008-1 NOTE PURCHASE AGREEMENT


 


FORM OF INVESTOR GROUP
SUPPLEMENT


 


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


 


W I T N E S S E T H:


 


WHEREAS,
this Investor Group Supplement is being executed and delivered in accordance
with subsection 9.17(c) of the Series 2008-1 Note Purchase Agreement,
dated as of September [12], 2008 (as from time to time amended,
supplemented or otherwise modified in accordance with the terms thereof, the “Series 2008-1
Note Purchase Agreement”; terms defined therein being used herein as
therein defined), among the Company, the Conduit Investors, the Committed Note
Purchasers, the Funding Agents named therein, The Hertz Corporation, as
Administrator and Deutsche Bank Securities Inc., as Administrative Agent (in
such capacity, the “Administrative Agent”);


 


WHEREAS,
the Acquiring Investor Group wishes to become a Conduit Investor and a
Committed Note Purchaser with respect to such Conduit Investor under the Series 2008-1
Note Purchase Agreement; and


 


WHEREAS,
the Transferor Investor Group is selling and assigning to the Acquiring Investor Group its respective
rights, obligations and commitments under the Series 2008-1 Note Purchase
Agreement and the Series 2008-1 Notes with respect to the percentage of
its total commitment specified on Schedule I attached hereto;


 


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


 


Upon
the execution and delivery of this Investor Group Supplement by the Acquiring
Investor Group, each Funding Agent with respect thereto, the Transferor
Investor Group and the Company (the date of such execution and delivery, the “Transfer
Issuance Date”), the Conduit Investor and the Committed Note Purchasers
with respect to the Acquiring Investor Group shall be parties to the Series 2008-1
Note Purchase Agreement for all purposes thereof.


 


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


 

















 


the Commitment Amount with respect to the Committed Note Purchasers
included in the Transferor Investor Group under the Series 2008-1 Note
Purchase Agreement and the Transferor Investor Group’s Investor Group Principal
Amount.  The Transferor Investor Group
hereby irrevocably sells, assigns and transfers to the Acquiring Investor
Group, without recourse, representation or warranty, and the Acquiring Investor
Group hereby irrevocably purchases, takes and assumes from the Transferor
Investor Group, the Acquiring Investor Group’s Purchased Percentage of the
Commitment with respect to the Committed Note Purchasers included in the
Transferor Investor Group under the Series 2008-1 Note Purchase Agreement
and the Transferor Investor Group’s Investor Group Principal Amount.


 


From
and after the Transfer Issuance Date, amounts that would otherwise be payable
to or for the account of the Transferor Investor Group pursuant to the Series 2008-1
Supplement or the Series 2008-1 Note Purchase Agreement shall, instead, be
payable to or for the account of the Transferor Investor Group and the
Acquiring Investor Group, as the case may be, in accordance with their
respective interests as reflected in this Investor Group Supplement, whether
such amounts have accrued prior to the Transfer Issuance Date or accrue
subsequent to the Transfer Issuance Date.


 


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


 


By
executing and delivering this Investor Group Supplement, the Transferor
Investor Group and the Acquiring Investor Group confirm to and agree with each
other as follows:  (i) other than
the representation and warranty that it is the legal and beneficial owner of
the interest being assigned hereby free and clear of any adverse claim, the
Transferor Investor Group makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Series 2008-1 Supplement, the Series 2008-1
Note Purchase Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Indenture, the Series 2008-1
Notes, the Related Documents or any instrument or document furnished pursuant
thereto; (ii) the Transferor Investor Group makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Company or the performance or observance by the Company of any of the
Company’s obligations under the Indenture, the Series 2008-1 Note Purchase
Agreement, the Related Documents or any other instrument or document furnished
pursuant hereto; (iii) the Acquiring Investor Group confirms that it has
received a copy of the Indenture, the Series 2008-1 Note Purchase
Agreement and such other Related Documents and other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Investor Group Supplement; (iv) the Acquiring Investor
Group will, independently and without reliance upon the Administrative Agent,
the Transferor Investor Group or any other Person and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Series 2008-1
Note Purchase Agreement; (v) the Acquiring Investor Group appoints and authorizes
the Administrative Agent to take such action as agent on its behalf and to
exercise such powers under the Series 2008-1 Note Purchase Agreement as
are delegated to the Administrative Agent by the terms thereof, together with
such powers as are reasonably 


 


C-2

















 


incidental thereto, all in accordance with Article 5 of the Series 2008-1
Note Purchase Agreement; (vi) each member of the Acquiring Investor Group
appoints and authorizes its respective Funding Agent, listed on Schedule I
hereto, to take such action as agent on its behalf and to exercise such powers
under the Series 2008-1 Note Purchase Agreement as are delegated to such
Funding Agent by the terms thereof, together with such powers as are reasonably
incidental thereto, all in accordance with Article 5 of the Series 2008-1
Note Purchase Agreement, (vii) each member of the Acquiring Investor Group
agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Series 2008-1 Note Purchase
Agreement are required to be performed by it as a member of the Acquiring
Investor Group and (viii) each member of the Acquiring Investor Group
hereby represents and warrants to HVF and the Administrator that the representations
and warranties contained in Section 6.03 of the Series 2008-1
Note Purchase Agreement are true and correct with respect to the Acquiring
Investor Group on and as of the date hereof and the Acquiring Investor Group
shall be deemed to have made such representations and warranties contained in Section 6.03
of the Series 2008-1 Note Purchase Agreement on and as of the date hereof.


 


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


 


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


 


C-3

















 


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


 


	
   

  	
  [          ],
  as Transferor Investor Group

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [          ],
  as Transferor Investor Group

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [          ], as Acquiring Investor Group

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [          ], as Acquiring Investor Group

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [          ], as Funding Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  



 


 


CONSENTED AND ACKNOWLEDGED:


 


HERTZ VEHICLE FINANCING LLC


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  



 


C-4

















 


LIST OF ADDRESSES FOR
NOTICES


AND OF COMMITMENT
PERCENTAGES


 

















 


EXHIBIT
D

TO

SERIES 2008-1 NOTE PURCHASE AGREEMENT


 


ADDENDUM TO AGREEMENT


 


Each of the undersigned


 


(i) confirms that it has received a copy of the Series 2008-1
Note Purchase Agreement, dated as of September 12, 2008 (as from time to
time amended, supplemented or otherwise modified in accordance with the terms
thereof, the “Series 2008-1 Note Purchase Agreement”; terms defined
therein being used herein as therein defined), among HVF, the Conduit
Investors, the Committed Note Purchasers, the Funding Agents named therein, The
Hertz Corporation, as Administrator and Deutsche Bank Securities Inc., as
Administrative Agent (in such capacity, the “Administrative Agent”) and
such other agreements, documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Addendum; (ii) appoints
and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers under the Series 2008-1 Note Purchaser
Agreement as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; (iii) agrees
to all of the provisions of the Series 2008-1 Note Purchase Agreement; (iv) agrees
that the related Maximum Investor Group Principal Amount is
$                                  
(including any portion of the Maximum Investor Group Principal Amount of such
Investor Group acquired pursuant to an assignment to such Investor Group as an
Acquiring Investor Group) and the related Committed Note Purchaser’s Committed
Note Purchaser Percentage is        percent (    %);
(v) designates
                      
as the Funding Agent for itself, and such Funding Agent hereby accepts such
appointment; (iv) becomes a party to the Series 2008-1 Note Purchase
Agreement and a Conduit Investor, Committed Note Purchaser or Funding Agent, as
the case may be, thereunder with the same effect as if the undersigned were an
original signatory to the Series 2008-1 Note Purchase Agreement; and (v) each
member of the Additional Investor Group hereby represents and warrants that the
representations and warranties contained in Section 6.03 of the Series 2008-1
Note Purchase Agreement are true and correct with respect to the Additional
Investor Group on and as of the date hereof and the Additional Investor Group
shall be deemed to have made such representations and warranties contained in Section 6.03
of the Series 2008-1 Note Purchase Agreement on and as of the date
hereof.  The notice address for each
member of the Additional Investor Group is as follows:


 


[INSERT ADDRESS]


 


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


 


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


 


IN WITNESS WHEREOF, the undersigned have caused this
Addendum to be duly executed and delivered by its duly authorized officer or
agent as of this          day of
                    ,
200  .


 


Schedule II - 1


 

















 


	
   

  	
  [NAME OF ADDITIONAL FUNDING AGENT],

  as Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [NAME OF ADDITIONAL CONDUIT

  PURCHASER], as Conduit Investor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [NAME OF ADDITIONAL COMMITTED

  PURCHASER], as Committed Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


	
  Acknowledged and Agreed to as of the date

  first above written:

  	
   

  
	
   

  	
   

  
	
  HERTZ VEHICLE FINANCING
  LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
  DEUTSCHE BANK SECURITIES INC., as

  Administrative Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: