Exhibit 4.11

 

HERTZ VEHICLE FINANCING LLC,

 

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.),

 

as Trustee and Securities Intermediary

 




 

SERIES 2011-1 SUPPLEMENT

 

dated as of June 16, 2011

 

to

 

THIRD AMENDED AND RESTATED

 

BASE INDENTURE

 

dated as of September 18, 2009

 




 

$320,000,000 Series 2011-1 2.20% Rental Car Asset Backed Notes, Class A-1
 $200,000,000  Series 2011-1 3.29% Rental Car Asset Backed Notes, Class A-2

$48,000,000 Series 2011-1 4.17% Rental Car Asset Backed Notes, Class B-1
 $30,000,000 Series 2011-1 4.96% Rental Car Asset Backed Notes, Class B-2

 

Three-Year Notes and Five-Year Notes

 











 

TABLE OF CONTENTS

 

	
 
    	
 
    	
 
    	
Page
    
	
 
    	
 
    	
 
    	
 
    
	
ARTICLE I
    	
DEFINITIONS
    	
 
    	
2
    
	
 
    	
 
    	
 
    	
 
    
	
ARTICLE II
    	
SERIES 2011-1   ALLOCATIONS
    	
 
    	
37
    
	
 
    	
 
    	
 
    	
 
    
	
Section 2.1.
    	
Series 2011-1 Series Accounts
    	
 
    	
37
    
	
 
    	
 
    	
 
    	
 
    
	
Section 2.2.
    	
Allocations with Respect to the Series 2011-1   Notes
    	
 
    	
38
    
	
 
    	
 
    	
 
    	
 
    
	
Section 2.3.
    	
Application of Interest Collections
    	
 
    	
42
    
	
 
    	
 
    	
 
    	
 
    
	
Section 2.4.
    	
Payment of Note Interest
    	
 
    	
45
    
	
 
    	
 
    	
 
    	
 
    
	
Section 2.5.
    	
Payment of Note Principal
    	
 
    	
46
    
	
 
    	
 
    	
 
    	
 
    
	
Section 2.6.
    	
The Administrator’s Failure to Instruct the   Trustee to Make a Deposit or Payment
    	
 
    	
54
    
	
 
    	
 
    	
 
    	
 
    
	
Section 2.7.
    	
Class A/B Reserve   Account
    	
 
    	
54
    
	
 
    	
 
    	
 
    	
 
    
	
Section 2.8.
    	
Class A/B Letters of Credit and Class A/B   Cash Collateral Accounts
    	
 
    	
55
    
	
 
    	
 
    	
 
    	
 
    
	
Section 2.9.
    	
Series 2011-1 Distribution Account
    	
 
    	
59
    
	
 
    	
 
    	
 
    	
 
    
	
Section 2.10.
    	
Trustee as Securities Intermediary
    	
 
    	
61
    
	
 
    	
 
    	
 
    	
 
    
	
Section 2.11.
    	
[Reserved]
    	
 
    	
62
    
	
 
    	
 
    	
 
    	
 
    
	
Section 2.12.
    	
Series 2011-1 Demand Note Constitutes   Additional Collateral for Series 2011-1 Notes
    	
 
    	
62
    
	
 
    	
 
    	
 
    	
 
    
	
Section 2.13.
    	
Subordination of Class B Notes
    	
 
    	
63
    
	
 
    	
 
    	
 
    	
 
    
	
Section 2.14.
    	
Subordination of Class C Notes
    	
 
    	
63
    
	
 
    	
 
    	
 
    	
 
    
	
ARTICLE III
    	
AMORTIZATION EVENTS
    	
 
    	
64
    
	
 
    	
 
    	
 
    	
 
    
	
ARTICLE IV
    	
RESERVED
    	
 
    	
66
    
	
 
    	
 
    	
 
    	
 
    
	
ARTICLE V
    	
FORM OF CLASS A/B NOTES
    	
 
    	
66
    
	
 
    	
 
    	
 
    	
 
    
	
Section 5.1.
    	
Issuance of the Class A/B Notes
    	
 
    	
66
    
	
 
    	
 
    	
 
    	
 
    
	
Section 5.2.
    	
Restricted Global Notes
    	
 
    	
66
    
	
 
    	
 
    	
 
    	
 
    
	
Section 5.3.
    	
Regulation S Global Notes and Unrestricted   Global Notes
    	
 
    	
67
    
	
 
    	
 
    	
 
    	
 
    
	
Section 5.4.
    	
Transfer Restrictions
    	
 
    	
68
    
	
 
    	
 
    	
 
    	
 
    
	
Section 5.5.
    	
Definitive Notes
    	
 
    	
73
    
	
 
    	
 
    	
 
    	
 
    
	
Section 5.6.
    	
Class A/B Notes Held by HVF
    	
 
    	
73
    
	
 
    	
 
    	
 
    	
 
    
	
ARTICLE VI
    	
GENERAL
    	
 
    	
73
    
					


 

i











 

TABLE OF CONTENTS

(continued)

 

	
 
    	
 
    	
 
    	
Page
    
	
 
    	
 
    	
 
    	
 
    
	
Section 6.1.
    	
Optional Redemption of Class A/B Notes
    	
 
    	
73
    
	
 
    	
 
    	
 
    	
 
    
	
Section 6.2.
    	
Information
    	
 
    	
74
    
	
 
    	
 
    	
 
    	
 
    
	
Section 6.3.
    	
Exhibits
    	
 
    	
77
    
	
 
    	
 
    	
 
    	
 
    
	
Section 6.4.
    	
Ratification of Base Indenture
    	
 
    	
77
    
	
 
    	
 
    	
 
    	
 
    
	
Section 6.5.
    	
Notice to Rating Agencies
    	
 
    	
77
    
	
 
    	
 
    	
 
    	
 
    
	
Section 6.6.
    	
[Reserved]
    	
 
    	
77
    
	
 
    	
 
    	
 
    	
 
    
	
Section 6.7.
    	
Counterparts
    	
 
    	
78
    
	
 
    	
 
    	
 
    	
 
    
	
Section 6.8.
    	
Governing Law
    	
 
    	
78
    
	
 
    	
 
    	
 
    	
 
    
	
Section 6.9.
    	
Amendments
    	
 
    	
78
    
	
 
    	
 
    	
 
    	
 
    
	
Section 6.10.
    	
Termination of Series Supplement
    	
 
    	
78
    
	
 
    	
 
    	
 
    	
 
    
	
Section 6.11.
    	
Discharge of Indenture
    	
 
    	
78
    
	
 
    	
 
    	
 
    	
 
    
	
Section 6.12.
    	
Issuances of Class C Notes
    	
 
    	
79
    
	
 
    	
 
    	
 
    	
 
    
	
Section 6.13.
    	
Confidential Information
    	
 
    	
81
    
	
 
    	
 
    	
 
    	
 
    
	
Section 6.14.
    	
Trustee Has No Duty to Monitor Manufacturer   Ratings
    	
 
    	
83
    


 

ii











 

TABLE OF CONTENTS

(continued)

 

	
 
    	
Page
    
	
 
    
	
EXHIBITS
    
	
 
    	
 
    	
 
    
	
Exhibit A-1-1:
    	
Form of Restricted   Global Class A-1 Note
    	
 
    
	
Exhibit A-1-2:
    	
Form of Regulation   S Global Class A-1 Note
    	
 
    
	
Exhibit A-1-3:
    	
Form of   Unrestricted Global Class A-1 Note
    	
 
    
	
Exhibit A-2-1:
    	
Form of Restricted   Global Class A-2 Note
    	
 
    
	
Exhibit A-2-2:
    	
Form of Regulation   S Global Class A-2 Note
    	
 
    
	
Exhibit A-2-3:
    	
Form of Unrestricted   Global Class A-2 Note
    	
 
    
	
Exhibit A-3-1:
    	
Form of Restricted   Global Class B-1 Note
    	
 
    
	
Exhibit A-3-2:
    	
Form of Regulation   S Global Class B-1 Note
    	
 
    
	
Exhibit A-3-3:
    	
Form of   Unrestricted Global Class B-1 Note
    	
 
    
	
Exhibit A-4-1:
    	
Form of Restricted   Global Class B-2 Note
    	
 
    
	
Exhibit A-4-2:
    	
Form of Regulation   S Global Class B-2 Note
    	
 
    
	
Exhibit A-4-3:
    	
Form of   Unrestricted Global Class B-2 Note
    	
 
    
	
Exhibit B:
    	
Form of Class A/B Letter of Credit
    	
 
    
	
Exhibit C:
    	
Form of Lease Payment Deficit Notice
    	
 
    
	
Exhibit D:
    	
Form of Class A/B Letter of Credit Reduction Notice
    	
 
    
	
Exhibit E:
    	
Reserved
    	
 
    
	
Exhibit F-1:
    	
Form of Transfer Certificate
    	
 
    
	
Exhibit F-2:
    	
Form of Transfer Certificate
    	
 
    
	
Exhibit F-3:
    	
Form of Transfer Certificate
    	
 
    
	
Exhibit G:
    	
Form of Monthly Noteholders’ Statement
    	
 
    
	
Exhibit H:
    	
Form of Series 2011-1 Demand Note
    	
 
    
	
Exhibit I:
    	
Form of Demand Notice
    	
 
    
	
Exhibit J:
    	
Maximum Manufacturer Amounts
    	
 
    


 

iii











 

SERIES 2011-1 SUPPLEMENT dated as of June 16, 2011 (“Series Supplement”) between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A.), a national banking association, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “Securities Intermediary”), to the Third Amended and Restated Base Indenture, dated as of September 18, 2009, between HVF and the Trustee (as amended pursuant to Supplemental Indenture No. 1 thereto dated as of December 21, 2010 and as further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

 

PRELIMINARY STATEMENT

 

WHEREAS, Section 2.2 and Section 12.1 of the Base Indenture provide, among other things, that HVF and the Trustee may at any time and from time to time enter into a supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes.

 

NOW, THEREFORE, the parties hereto agree as follows:

 

DESIGNATION

 

There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series Supplement and such Series of Notes shall be designated as Series 2011-1 Rental Car Asset Backed Notes.  On the Series 2011-1 Closing Date, four classes of Series 2011-1 Notes shall be issued: the first of which shall be designated as the Series 2011-1 2.20% Rental Car Asset Backed Notes, Class A-1, and referred to herein as the Class A-1 Notes, the second of which shall be designated as the Series 2011-1 3.29% Rental Car Asset Backed Notes, Class A-2, and referred to herein as the Class A-2 Notes, the third of which shall be designated as the Series 2011-1 4.17% Rental Car Asset Backed Notes, Class B-1, and referred to herein as the Class B-1 Notes, and the fourth of which shall be designated as the Series 2011-1 4.96% Rental Car Asset Backed Notes, Class B-2, and referred to herein as the Class B-2 Notes.  The Class A-1 Notes and the Class A-2 Notes are referred to herein collectively as the Class  A Notes. The Class B-1 Notes and the Class B-2 Notes are referred to herein collectively as the Class B Notes.

 

Subsequent to the Series 2011-1 Closing Date, HVF may on any date during the Series 2011-1 Revolving Period offer and sell additional Series 2011-1 Notes in up to two classes, subject to satisfaction of the conditions set forth in Section 6.12 of this Series 2011-1 Supplement: the first of which, if issued, shall be designated as the Series 2011-1 Fixed Rate Rental Car Asset Backed Notes, Class C-1, and referred to herein as the “Class C-1 Notes”, and the second of which, if issued, shall be designated as the Series 2011-1 Fixed Rate Rental Car Asset Backed Notes, Class C-2, and referred to

 











 

herein as the “Class C-2 Notes”. The Class C-1 Notes and the Class C-2 Notes are referred to herein collectively as the “Class C Notes”.

 

The Class A Notes, the Class B Notes and the Class C Notes, if issued, are referred to herein collectively as the Series 2011-1 Notes.  The Series 2011-1 Notes shall be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.

 

The net proceeds from the sale of the Class A Notes and the Class B Notes shall be deposited in the Series 2011-1 Excess Collection Account on the Series 2011-1 Closing Date and applied in accordance with this Series Supplement.

 

ARTICLE I

 

DEFINITIONS

 

(a)           All capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Definitions List attached to the Base Indenture as Schedule I thereto, as amended, modified, restated or supplemented from time to time in accordance with the terms of the Base Indenture.  Any capitalized term defined herein which also has a meaning assigned to it in the Definitions List attached to the Base Indenture shall have the meaning given to such term herein.  All Article, Section or Subsection references herein shall refer to Articles, Sections or Subsections of the Base Indenture, except as otherwise provided herein.  Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2011-1 Notes and not to any other Series of Notes issued by HVF.  All references herein to the “Series 2011-1 Supplement” shall mean the Base Indenture, as supplemented hereby.

 

(b)           The following words and phrases shall have the following meanings with respect to the Series 2011-1 Notes (whether such words and phrases are used in this Series Supplement, the Base Indenture or any other Related Document) 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:

 

“Adjusted Aggregate Asset Amount” means, as of any date of determination, the sum of (a) the Aggregate Asset Amount and (b) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2011-1 Collection Account and available for reduction of the Class A/B Principal Amount and (2) the amount of cash and Permitted Investments on deposit in the Series 2011-1 Excess Collection Account, in each case as of such date.

 

“Applicable Procedures” has the meaning specified in Section 5.1 of this Series Supplement.

 

2











 

“Bankrupt Manufacturer” means, as of any day, each Manufacturer for which an Event of Bankruptcy has occurred; provided that any such Manufacturer for which an Event of Bankruptcy has occurred shall cease to constitute a Bankrupt Manufacturer when it has satisfied the Confirmation Condition.

 

“Bankrupt Manufacturer Vehicle Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Eligible Program Vehicle Amounts and the Manufacturer Non-Eligible Vehicle Amounts for all Bankrupt Manufacturers as of such date.

 

“Bankrupt Manufacturer Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Bankrupt Manufacturer Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and any HVF Exchange Account, in each case as of such date.

 

“BMW/Lexus/Mercedes/Audi Group” means the group of Manufacturers comprised of BMW, Lexus, Mercedes and Audi which has a Series 2011-1 Manufacturer Percentage specified in Column B of Exhibit J hereto.

 

“BNY” means The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), a national banking association, and its successors and assigns.

 

“Capped Category 2 Manufacturer Program Vehicle Percentage” means, as of any date of determination, the lesser of (i) the Category 2 Manufacturer Program Vehicle Percentage as of such date and (ii) 10%.

 

“Category 1 Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date (i) is not a Bankrupt Manufacturer and (ii) has a long-term unsecured debt rating of at least “Baa2” from Moody’s; provided, that if an Eligible Manufacturer does not have a rating from Moody’s, then the rating of an affiliated entity specified by Moody’s shall apply for purposes of this definition; provided, further, that if (a) the rating of a Manufacturer by Moody’s is withdrawn or a Manufacturer is downgraded by Moody’s to a rating that would require the exclusion of such Manufacturer from this definition and (b) prior to such withdrawal or downgrade, as the case may be, such Manufacturer was a Category 1 Manufacturer, then for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “Baa2” by Moody’s for a period of thirty (30) days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such withdrawal or downgrade and (ii) the date on which the Trustee notifies the Servicer of such withdrawal or downgrade.

 

3











 

“Category 1 Manufacturer Eligible Program Vehicle Amount” means, as of any date of determination, the sum of the Manufacturer Eligible Program Vehicle Amounts for all Category 1 Manufacturers as of such date.

 

“Category 1 Manufacturer Eligible Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Category 1 Manufacturer Eligible Program Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and any HVF Exchange Account, in each case as of such date.

 

“Category 1 Manufacturer Non-Eligible Program Vehicle Amount” means, as of any date of determination, the sum of the Manufacturer Non-Eligible Program Vehicle Amounts for all Category 1 Manufacturers as of such date.

 

“Category 1 Manufacturer Non-Eligible Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Category 1 Manufacturer Non-Eligible Program Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and any HVF Exchange Account, in each case as of such date.

 

“Category 2 Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date (i) is not a Bankrupt Manufacturer and (ii) has a long-term unsecured debt rating of at least “Baa3” from Moody’s, but which does not have a long-term unsecured debt rating of at least “Baa2” from Moody’s; provided that if an Eligible Manufacturer does not have a rating from Moody’s, then the rating of an affiliated entity specified by Moody’s shall apply for purposes of this definition; provided, further, that if (a) (x) a Manufacturer is downgraded by Moody’s to a rating that would require inclusion of such Manufacturer in this definition and (y) prior to such downgrade, as the case may be, such Manufacturer was a Category 1 Manufacturer, then for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “Baa2” by Moody’s for a period of thirty (30) days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such downgrade and (ii) the date on which the Trustee notifies the Servicer of such downgrade or (b) (x) the rating of a Manufacturer by Moody’s is withdrawn or a Manufacturer is downgraded by Moody’s to a rating that would require the exclusion of such Manufacturer from this definition and (y) prior to such withdrawal or downgrade, as the case may be, such Manufacturer was a Category 2 Manufacturer, then such Manufacturer shall be deemed to be rated “Baa3” by Moody’s for a period of thirty (30) days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such withdrawal or downgrade and (ii) the date on which the Trustee notifies the Servicer of such withdrawal or downgrade.

 

4











 

“Category 2 Manufacturer Eligible Program Vehicle Amount” means, as of any date of determination, the sum of the Manufacturer Eligible Program Vehicle Amounts for all Category 2 Manufacturers as of such date.

 

“Category 2 Manufacturer Eligible Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Category 2 Manufacturer Eligible Program Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and any HVF Exchange Account, in each case as of such date.

 

“Category 2 Manufacturer Non-Eligible Program Vehicle Amount” means, as of any date of determination, the sum of the Manufacturer Non-Eligible Program Vehicle Amounts for all Category 2 Manufacturers as of such date.

 

“Category 2 Manufacturer Non-Eligible Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Category 2 Manufacturer Non-Eligible Program Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and any HVF Exchange Account, in each case as of such date.

 

“Category 2 Manufacturer Program Vehicle Percentage” means, as of any date of determination, the sum of (i) the Category 2 Manufacturer Eligible Program Vehicle Percentage as of such date and (ii) the Category 2 Manufacturer Non-Eligible Program Vehicle Percentage as of such date.

 

“Category 3 Manufacturer” means, as of any date of determination, each Eligible Manufacturer that as of such date (i) is not a Bankrupt Manufacturer and (ii) does not have a long-term unsecured debt rating of at least “Baa3” from Moody’s; provided that if an Eligible Manufacturer does not have a rating from Moody’s, then the rating of an affiliated entity specified by Moody’s shall apply for purposes of this definition; provided, further, that if (a) the rating of a Manufacturer by Moody’s is withdrawn or a Manufacturer is downgraded by Moody’s to a rating that would require inclusion of such Manufacturer in this definition and (b) prior to such withdrawal or downgrade, as the case may be, such Manufacturer was a Category 1 Manufacturer or a Category 2 Manufacturer, then for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “Baa3” by Moody’s for a period of thirty (30) days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such withdrawal or downgrade and (ii) the date on which the Trustee notifies the Servicer of such withdrawal or downgrade.

 

“Class” means a class of the Series 2011-1 Notes, which may be the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes, the Class B-2 Notes or, if issued, the Class C-1 Notes or the Class C-2 Notes.

 

5











 

“Class A Controlled Distribution Amount” means a Class A-1 Controlled Distribution Amount or a Class A-2 Controlled Distribution Amount, as the context may require.

 

“Class A Deficiency Amount” means a Class A-1 Deficiency Amount or a Class A-2 Deficiency Amount, as the context may require.

 

“Class A Global Note” means a Class A Note that is a Regulation S Global Note, a Restricted Global Note or an Unrestricted Global Note.

 

“Class A Monthly Interest” means, with respect to any Series 2011-1 Interest Period, the sum of the Class A-1 Monthly Interest and the Class A-2 Monthly Interest for such Series 2011-1 Interest Period.

 

“Class A Note Owner” means, with respect to any Class A Note that is a Class A Global Note, any Person who is a beneficial owner of an interest in such Class A Global Note, as reflected on the books of DTC, or on the books of a Person maintaining an account with DTC (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of DTC).

 

“Class A Note Rate” means the Class A-1 Note Rate or the Class A-2 Note Rate, as the context may require.

 

“Class A Noteholders” means, collectively, the Class A-1 Noteholders and the Class A-2 Noteholders.

 

“Class A Notes” means, collectively, the Class A-1 Notes and the Class A-2 Notes.

 

“Class A Principal Amount” means, as of any date of determination, the sum of the Class A-1 Principal Amount and the Class A-2 Principal Amount, in each case as of such date.

 

“Class A Total Monthly Interest” means, for each Payment Date, the sum of (A) the Class A-1 Monthly Interest with respect to the related Series 2011-1 Interest Period, (B) the Class A-2 Monthly Interest with respect to the related Series 2011-1 Interest Period, and (C) an amount equal to the aggregate amount of any unpaid Class A Deficiency Amounts after giving effect to all payments made on the preceding Payment Date (together with any accrued interest on such Class A Deficiency Amounts at the applicable Class A Note Rate).

 

“Class A-1 Carryover Controlled Amortization Amount” means, with respect to the Class A-1 Notes for any Series 2011-1 Amortization Principal Collection Period during the Three-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation for the previous Series 2011-1 Amortization Principal Collection Period allocated to pay the Class A-1

 

6









 

Controlled Distribution Amount was less than the Class A-1 Controlled Distribution Amount for such previous Series 2011-1 Amortization Principal Collection Period; provided, however, that for the first Series 2011-1 Amortization Principal Collection Period in the Three-Year Notes Controlled Amortization Period, the Class A-1 Carryover Controlled Amortization Amount will be zero.

 

“Class A-1 Controlled Amortization Amount” means (i) for any Series 2011-1 Amortization Principal Collection Period other than the last Series 2011-1 Amortization Principal Collection Period during the Three-Year Notes Controlled Amortization Period, $53,333,333.33 and (ii) for the last Series 2011-1 Amortization Principal Collection Period during the Three-Year Notes Controlled Amortization Period, $53,333,333.35

 

“Class A-1 Controlled Distribution Amount” means, with respect to any Series 2011-1 Amortization Principal Collection Period during the Three-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-1 Controlled Amortization Amount for such Series 2011-1 Amortization Principal Collection Period and any Class A-1 Carryover Controlled Amortization Amount for such Series 2011-1 Amortization Principal Collection Period.

 

“Class A-1 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

 

“Class A-1 Initial Principal Amount” means the aggregate initial principal amount of the Class A-1 Notes, which is $320,000,000.

 

“Class A-1 Monthly Interest” means, (a) with respect to the initial Series 2011-1 Interest Period, an amount equal to the product of (i) the Class A-1 Note Rate, (ii) the Class A-1 Initial Principal Amount and (iii) 39/360 and (b) with respect to each Series 2011-1 Interest Period thereafter, an amount equal to the product of (i) one-twelfth of the Class A-1 Note Rate and (ii) the Class A-1 Principal Amount on the first day of such Series 2011-1 Interest Period, after giving effect to any principal payments made on such date.

 

“Class A-1 Noteholder” means the Person in whose name a Class A-1 Note is registered in the Note Register.

 

“Class A-1 Note Rate” means 2.20% per annum.

 

“Class A-1 Notes” means any one of the Series 2011-1 2.20% Rental Car Asset Backed Notes, Class A-1, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1-1, Exhibit A-1-2 or Exhibit A-1-3 to this Series Supplement.

 

“Class A-1 Principal Amount” means when used with respect to any date, an amount equal to (a) the Class A-1 Initial Principal Amount minus (b) the amount of

 

7











 

principal payments made to the Class A-1 Noteholders on or prior to such date minus (c) the principal amount of any Class A-1 Notes that have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Class A-1 Note was issued on or prior to such date.

 

“Class A-2 Carryover Controlled Amortization Amount” means, with respect to the Class A-2 Notes for any Series 2011-1 Amortization Principal Collection Period during the Five-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation for the previous Series 2011-1 Amortization Principal Collection Period allocated to pay the Class A-2 Controlled Distribution Amount was less than the Class A-2 Controlled Distribution Amount for such previous Series 2011-1 Amortization Principal Collection Period; provided, however, that for the first Series 2011-1 Amortization Principal Collection Period in the Five-Year Notes Controlled Amortization Period, the Class A-2 Carryover Controlled Amortization Amount will be zero.

 

“Class A-2 Controlled Amortization Amount” means (i) for any Series 2011-1 Amortization Principal Collection Period other than the last Series 2011-1 Amortization Principal Collection Period during the Five-Year Notes Controlled Amortization Period, $33,333,333.33 and (ii) for the last Series 2011-1 Amortization Principal Collection Period during the Five-Year Notes Controlled Amortization Period, $33,333,333.35.

 

“Class A-2 Controlled Distribution Amount” means, with respect to any Series 2011-1 Amortization Principal Collection Period during the Five-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-2 Controlled Amortization Amount for such Series 2011-1 Amortization Principal Collection Period and any Class A-2 Carryover Controlled Amortization Amount for such Series 2011-1 Amortization Principal Collection Period.

 

“Class A-2 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

 

“Class A-2 Initial Principal Amount” means the aggregate initial principal amount of the Class A-2 Notes, which is $200,000,000.

 

“Class A-2 Monthly Interest” means, (a) with respect to the initial Series 2011-1 Interest Period, an amount equal to the product of (i) the Class A-2 Note Rate, (ii) the Class A-2 Initial Principal Amount and (iii) 39/360 and (b) with respect to each Series 2011-1 Interest Period thereafter, an amount equal to the product of (i) one-twelfth of the Class A-2 Note Rate and (ii) the Class A-2 Principal Amount on the first day of such Series 2011-1 Interest Period, after giving effect to any principal payments made on such date.

 

“Class A-2 Noteholder” means the Person in whose name a Class A-2 Note is registered in the Note Register.

 

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“Class A-2 Note Rate” means 3.29% per annum.

 

“Class A-2 Notes” means any one of the Series 2011-1 3.29% Rental Car Asset Backed Notes, Class A-2, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2-1, Exhibit A-2-2 or Exhibit A-2-3 to this Series Supplement.

 

“Class A-2 Principal Amount” means when used with respect to any date, an amount equal to (a) the Class A-2 Initial Principal Amount minus (b) the amount of principal payments made to the Class A-2 Noteholders on or prior to such date minus (c) the principal amount of any Class A-2 Notes that have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Class A-2 Note was issued on or prior to such date.

 

“Class A/B Adjusted Enhancement Amount” means, as of any date of determination, the Class A/B Enhancement Amount, excluding from the calculation thereof the amount available to be drawn under any Class A/B Letter of Credit if at the time of such calculation (A) such Class A/B Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class A/B Letter of Credit Provider of such Class A/B Letter of Credit, (C) such Class A/B Letter of Credit Provider shall have repudiated such Class A/B Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class A/B Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Class A/B Letter of Credit Provider of such Class A/B Letter of Credit.

 

“Class A/B Adjusted Liquidity Amount” means, the Class A/B Liquidity Amount, excluding from the calculation thereof the amount available to be drawn under any Class A/B Letter of Credit if at the time of such calculation (A) such Class A/B Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class A/B Letter of Credit Provider of such Class A/B Letter of Credit, (C) such Class A/B Letter of Credit Provider shall have repudiated such Class A/B Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class A/B Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Class A/B Letter of Credit Provider of such Class A/B Letter of Credit.

 

“Class A/B Adjusted Principal Amount” means, as of any date of determination, the excess, if any, of (A) the sum of the Class A Principal Amount and the Class B Principal Amount as of such date over (B) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2011-1 Excess Collection Account (after giving effect to any withdrawals therefrom on such date pursuant to Section 2.2(f) of this Series Supplement) and (2) the amount of cash and Permitted Investments on deposit in the Series 2011-1 Collection Account and available for reduction of the Class A Principal Amount and the Class B Principal Amount, in each case, as of such date.

 

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“Class A/B Asset Amount” means, as of any date of determination, the product of (i) the Class A/B Asset Percentage as of such date and (ii) the Aggregate Asset Amount as of such date.

 

“Class A/B Asset Percentage” means, as of any date of determination, a fraction, the numerator of which shall be equal to the Class A/B Required Asset Amount, determined during the Series 2011-1 Revolving Period as of the end of the immediately preceding Related Month (or, until the end of the initial Related Month in which the Series 2011-1 Closing Date occurs, on the Series 2011-1 Closing Date), or, during the Series 2011-1 Controlled Amortization Period and the Series 2011-1 Rapid Amortization Period, as of the end of the Series 2009-2 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of the end of the immediately preceding Related Month or, until the end of the initial Related Month in which the Series 2011-1 Closing Date occurs, as of the Series 2011-1 Closing Date and (II) as of the same date as in clause (I), the Aggregate Required Asset Amount.

 

“Class A/B Available Cash Collateral Account Amount” means, as of any date of determination, with respect to each Class A/B Cash Collateral Account, the amount on deposit in such Class A/B Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

 

“Class A/B Available Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Class A/B Reserve Account.

 

“Class A/B Cash Collateral Account” has the meaning specified in Section 2.8(f) of this Series Supplement.

 

“Class A/B Cash Collateral Account Collateral” has the meaning specified in Section 2.8(a) of this Series Supplement.

 

“Class A/B Cash Collateral Account Interest and Earnings” means, with respect to a Class A/B Cash Collateral Account, all interest and earnings (net of losses and investment expenses) paid on funds on deposit in such Class A/B Cash Collateral Account.

 

“Class A/B Cash Collateral Account Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Class A/B Available Cash Collateral Account Amount for all Class A/B Cash Collateral Accounts as of such date and the denominator of which is the Class A/B Letter of Credit Liquidity Amount as of such date.

 

“Class A/B Cash Collateral Account Surplus” means, with respect to any Payment Date, the lesser of (a) the aggregate Class A/B Available Cash Collateral Account Amount for all Class A/B Cash Collateral Accounts on such Payment Date and (b) the lesser of (i) the excess, if any, of the Class A/B Adjusted Enhancement Amount (after giving effect to any withdrawal from the Class A/B Reserve Account on such

 

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Payment Date) over the Class A/B Required Enhancement Amount in each case on such Payment Date and (ii) the excess, if any, of the Class A/B Adjusted Liquidity Amount over the Class A/B Required Liquidity Amount in each case on such Payment Date.

 

“Class A/B Certificate of Credit Demand” means a certificate substantially in the form of Annex A to a Class A/B Letter of Credit.

 

“Class A/B Certificate of Termination Demand” means a certificate substantially in the form of Annex C to a Class A/B Letter of Credit.

 

“Class A/B Certificate of Unpaid Demand Note Demand” means a certificate substantially in the form of Annex B to Class A/B Letter of Credit.

 

“Class A/B Disbursement” shall mean any Class A/B LOC Credit Disbursement, any Class A/B LOC Termination Disbursement or any Class A/B LOC Unpaid Demand Note Disbursement under the Class A/B Letters of Credit or any combination thereof, as the context may require.

 

“Class A/B Downgrade Event” has the meaning specified in Section 2.8(c) of this Series Supplement.

 

“Class A/B Eligible Letter of Credit Provider” means a person having, at the time of the issuance of the related Class A/B Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof) of at least “A1” from Moody’s and a short-term senior unsecured debt rating (or the equivalent thereof) of at least “P-1” from Moody’s.

 

“Class A/B Enhancement Amount” means, as of any date of determination, the sum of (i) the Class A/B Overcollateralization Amount as of such date, (ii) the Class A/B Letter of Credit Amount as of such date and (iii) the Class A/B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

 

“Class A/B Enhancement Deficiency” means, on any day, the amount, if any, by which the Class A/B Adjusted Enhancement Amount as of such day is less than the Class A/B Required Enhancement Amount as of such day.

 

“Class A/B Highest Enhancement Percentage” means, as of any date of determination, the sum of (a) 32.0% and (b) an amount equal to 100% minus the lower of (x) the lowest Non-Program Vehicle Measurement Month Average for any Measurement Month within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2011-1 Closing Date) and (y) the lowest Market Value Average as of any Determination Date within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2011-1 Closing Date).

 

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“Class A/B Highest Enhancement Vehicle Percentage” means, as of any date of determination, the sum of (a) the Non-Program Vehicle Percentage as of such date and (b) the Bankrupt Manufacturer Vehicle Percentage as of such date.

 

“Class A/B Initial Purchasers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., BMO Capital Markets Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and J.P. Morgan Securities LLC.

 

“Class A/B Intermediate Enhancement Percentage” means, as of any date of determination, 32.0%.

 

“Class A/B Intermediate Enhancement Vehicle Percentage” means, as of any date of determination, the excess of (i) 100% over (ii) the sum of (x) the Class A/B Lowest Enhancement Vehicle Percentage as of such date and (y) the Class A/B Highest Enhancement Vehicle Percentage as of such date.

 

“Class A/B Letter of Credit” means an irrevocable letter of credit, substantially in the form of Exhibit B to this Series Supplement, issued by a Class A/B Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Class A/B Noteholders; provided that any Class A/B Letter of Credit issued after the Series 2011-1 Closing Date not substantially in the form of Exhibit B to this Series Supplement shall be subject to satisfaction of the Series 2011-1 Rating Agency Condition.

 

“Class A/B Letter of Credit Amount” means, as of any date of determination, the lesser of (a) the sum of (i) the aggregate amount available to be drawn on such date under all Class A/B Letters of Credit, as specified therein, and (ii) if any Class A/B Cash Collateral Account has been established and funded pursuant to Section 2.8 of this Series Supplement, the aggregate Class A/B Available Cash Collateral Account Amount for all such Class A/B Cash Collateral Accounts on such date and (b) the outstanding principal amount of the Series 2011-1 Demand Note on such date.

 

“Class A/B Letter of Credit Expiration Date” means, with respect to any Class A/B Letter of Credit, the expiration date set forth in such Class A/B Letter of Credit, as such date may be extended in accordance with the terms of such Class A/B Letter of Credit.

 

“Class A/B Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class A/B Letter of Credit, as specified therein, and (b) if any Class A/B Cash Collateral Account has been established and funded pursuant to Section 2.8 of this Series Supplement, the aggregate Class A/B Available Cash Collateral Account Amount for all such Class A/B Cash Collateral Accounts on such date.

 

“Class A/B Letter of Credit Provider” means the issuer of a Class A/B Letter of Credit.

 

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“Class A/B Letter of Credit Reimbursement Agreement” means any and each reimbursement agreement providing for the reimbursement of a Class A/B Letter of Credit Provider for draws under its Class A/B Letter of Credit, as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

 

“Class A/B Liquidity Amount” means, as of any date of determination, the sum of (a) the Class A/B Letter of Credit Liquidity Amount as of such date and (b) the Class A/B Available Reserve Account Amount on such date (after giving effect to any deposits thereto on such date).

 

“Class A/B Liquidity Deficiency” means, as of any date of determination, the amount, if any, by which the Class A/B Adjusted Liquidity Amount is less than the Class A/B Required Liquidity Amount,  in each case as of such date.

 

“Class A/B LOC Credit Disbursement” means an amount drawn under a Class A/B Letter of Credit pursuant to a Class A/B Certificate of Credit Demand.

 

“Class A/B LOC Termination Disbursement” means an amount drawn under a Class A/B Letter of Credit pursuant to a Class A/B Certificate of Termination Demand.

 

“Class A/B LOC Unpaid Demand Note Disbursement” means an amount drawn under a Class A/B Letter of Credit pursuant to a Class A/B Certificate of Unpaid Demand Note Demand.

 

“Class A/B Lowest Enhancement Percentage” means, with respect to any date of determination, 25.0%.

 

“Class A/B Lowest Enhancement Vehicle Percentage” means, as of any date of determination, the sum of (a) the Category 1 Manufacturer Eligible Program Vehicle Percentage as of such date plus (b) the Category 1 Manufacturer Non-Eligible Program Vehicle Percentage as of such date plus (c) the Capped Category 2 Manufacturer Program Vehicle Percentage as of such date.

 

“Class A/B Noteholders” means, collectively, the Class A Noteholders and the Class B Noteholders.

 

“Class A/B Noteholders” means, collectively, the Class A Notes and the Class B Notes.

 

“Class A/B Notice of Reduction” means a notice in the form of Annex E to a Class A/B Letter of Credit.

 

“Class A/B Overcollateralization Amount” means, as of any date of determination, (i) on which no Aggregate Asset Amount Deficiency exists, the Class A/B Required Overcollateralization Amount as of such date or (ii) on which an Aggregate

 

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Asset Amount Deficiency exists, the excess, if any, of the Class A/B Asset Amount over the Class A/B Adjusted Principal Amount, in each case as of such date.

 

“Class A/B Principal Amount” means, as of any date of determination, the sum of the Class A Principal Amount and the Class B Principal Amount, in each case, as of such date.

 

“Class A/B Principal Deficit Amount” means, on any date of determination, the excess, if any, of (a) the Class A/B Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the related Series 2011-1 Amortization Principal Collection Period) over (b) the Class A/B Asset Amount on such date.

 

“Class A/B Pro Rata Share” means, with respect to any Class A/B Letter of Credit Provider, as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount under such Class A/B Letter of Credit Provider’s Class A/B Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all Class A/B Letters of Credit, as of such date; provided, that if such Class A/B Letter of Credit Provider has not complied with its obligation to pay the Trustee the amount of any draw under its Class A/B Letter of Credit made prior to such date, the available amount under such Class A/B Letter of Credit Provider’s Class A/B Letter of Credit as of such date shall be treated as reduced (for calculation purposes only) by the amount of such unpaid demand and shall not be reinstated for purposes of such calculation unless and until the date as of which such Class A/B Letter of Credit Provider has paid such amount to the Trustee and been reimbursed by the Lessee for such amount (provided that the foregoing calculation shall not in any manner reduce a Class A/B Letter of Credit Provider’s actual liability in respect of any failure to pay any demand under its Class A/B Letter of Credit).

 

“Class A/B Purchase Agreement” means that certain purchase agreement, dated June 10, 2011, among HVF, Hertz and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc., as representatives of the several Class A/B Initial Purchasers.

 

“Class A/B Required Asset Amount” means, as of any date of determination, the sum of (i) the Class A/B Adjusted Principal Amount as of such date and (ii) the Class A/B Required Overcollateralization Amount as of such date.

 

“Class A/B Required Asset Amount Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class A/B Required Asset Amount and the denominator of which is the Aggregate Required Asset Amount, in each case as of such date.

 

“Class A/B Required Enhancement Amount” means, as of any date of determination, the sum of (i) the product of (x) the Class A/B Required Enhancement Percentage as of such date and (y) the Class A/B Adjusted Principal Amount as of such

 

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date and (ii) the Class A/B Required Incremental Enhancement Amount as of such date; provided, however, that, as of any date of determination after the occurrence of a Series 2011-1 Limited Liquidation Event of Default, the Class A/B Required Enhancement Amount shall equal the lesser of (x) the Class A/B Adjusted Principal Amount as of such date and (y) the sum of (l) the product of the Class A/B Required Enhancement Percentage as of such date of determination and the Class A/B Adjusted Principal Amount as of the date of the occurrence of such Series 2011-1 Limited Liquidation Event of Default and (2) the Class A/B Required Incremental Enhancement Amount as of such date of determination.

 

“Class A/B Required Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of (A) the Class A/B Lowest Enhancement Percentage as of such date times (B) the Class A/B Lowest Enhancement Vehicle Percentage as of such date plus (ii) the product of (A) the Class A/B Intermediate Enhancement Percentage as of such date times (B) the Class A/B Intermediate Enhancement Vehicle Percentage as of such date plus (iii) the product of (A) the Class A/B Highest Enhancement Percentage as of such date times (B) the Class A/B Highest Enhancement Vehicle Percentage as of such date.

 

“Class A/B Required Incremental Enhancement Amount” means

 

(i)            as of the Series 2011-1 Closing Date, $0; and

 

(ii)           as of any date thereafter on which the Class A/B Adjusted Principal Amount is greater than zero, the product of (A) the Class A/B Required Asset Amount Percentage as of the immediately preceding Business Day and (B) the sum of (1) the sum of the Series 2011-1 Manufacturer Excess with respect to each Manufacturer and Group of Manufacturers set forth in Column A of Exhibit J hereto, as of such immediately preceding Business Day, (2) the excess, if any, of the Non-Eligible Manufacturer Amount over the Series 2011-1 Maximum Non-Eligible Manufacturer Amount as of such immediately preceding Business Day and (3) the excess, if any, of the Manufacturer Non-Eligible Vehicle Adjusted Amount with respect to any Manufacturer (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, Nissan, GM, Kia, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2011-1 Maximum Manufacturer Non-Eligible Vehicle Amount as of such immediately preceding Business Day. The Manufacturer Non-Eligible Vehicle Amounts with respect to Ford and Mazda shall be calculated on an aggregate basis so that they will be considered as one Manufacturer for the purpose of the calculation of the Series 2011-1 Maximum Manufacturer Non-Eligible Vehicle Amount for so long as Mazda is an Affiliate of Ford.

 

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“Class A/B Required Liquidity Amount” means, as of any date of determination, an amount equal to the product of (i) 2.00% and (ii) the Class A/B Adjusted Principal Amount as of such date.

 

“Class A/B Required Overcollateralization Amount” means, as of any date of determination, the excess, if any, of (a) the Class A/B Required Enhancement Amount as of such date over (b) the sum of (i) the Class A/B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), and (ii) the Class A/B Letter of Credit Amount which constitutes part of the Class A/B Adjusted Enhancement Amount as of such date.

 

“Class A/B Required Reserve Account Amount” means, with respect to any date of determination, an amount equal to the greater of (a) the excess, if any, of the Class A/B Required Liquidity Amount over the Class A/B Letter of Credit Liquidity Amount, in each case as of such date, excluding from the calculation thereof the amount available to be drawn under any Class A/B Letter of Credit if at the time of such calculation (A) such Class A/B Letter of Credit will not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class A/B Letter of Credit Provider of such Class A/B Letter of Credit, (C) such Class A/B Letter of Credit Provider shall have repudiated such Class A/B Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class A/B Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Class A/B Letter of Credit Provider of such Class A/B Letter of Credit and (b) the excess, if any, of the Class A/B Required Enhancement Amount over the Class A/B Adjusted Enhancement Amount (excluding therefrom the Class A/B Available Reserve Account Amount), in each case, as of such date.

 

“Class A/B Reserve Account” has the meaning specified in Section 2.7(a) of this Series Supplement.

 

“Class A/B Reserve Account Collateral” has the meaning specified in Section 2.7(d) of this Series Supplement.

 

“Class A/B Reserve Account Surplus” means, with respect to any date of determination, the excess, if any, of the Class A/B Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date) over the Class A/B Required Reserve Account Amount, in each case as of such date.

 

“Class A/B Total Monthly Interest” means, for each Payment Date, the sum of the Class A Total Monthly Interest and the Class B Total Monthly Interest.

 

“Class B Controlled Distribution Amount” means a Class B-1 Controlled Distribution Amount or a Class B-2 Controlled Distribution Amount, as the context may require.

 

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“Class B Deficiency Amount” means a Class B-1 Deficiency Amount or a Class B-2 Deficiency Amount, as the context may require.

 

“Class B Global Note” means a Class B Note that is a Regulation S Global Note, a Restricted Global Note or an Unrestricted Global Note.

 

“Class B Monthly Interest” means, with respect to any Series 2011-1 Interest Period, the sum of the Class B-1 Monthly Interest and the Class B-2 Monthly Interest for such Series 2011-1 Interest Period.

 

“Class B Note Owner” means, with respect to any Class B Note that is a Class B Global Note, any Person who is a beneficial owner of an interest in such Class B Global Note, as reflected on the books of DTC, or on the books of a Person maintaining an account with DTC (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of DTC).

 

“Class B Note Rate” means the Class B-1 Note Rate or the Class B-2 Note Rate, as the context may require.

 

“Class B Noteholders” means, collectively, the Class B-1 Noteholders and the Class B-2 Noteholders.

 

“Class B Notes” means, collectively, the Class B-1 Notes and the Class B-2 Notes.

 

“Class B Principal Amount” means, as of any date of determination, the sum of the Class B-1 Principal Amount and the Class B-2 Principal Amount, in each case as of such date.

 

“Class B Total Monthly Interest” means, for each Payment Date, the sum of (A) the Class B-1 Monthly Interest with respect to the related Series 2011-1 Interest Period, (B) the Class B-2 Monthly Interest with respect to the related Series 2011-1 Interest Period and (C) an amount equal to the aggregate amount of any unpaid Class B Deficiency Amounts after giving effect to all payments made on the preceding Payment Date (together with any accrued interest on such Class B Deficiency Amounts at the applicable Class B Note Rate).

 

“Class B-1 Carryover Controlled Amortization Amount” means, with respect to the Class B-1 Notes for any Series 2011-1 Amortization Principal Collection Period during the Three-Year Notes Controlled Amortization Period, the lesser of (x) the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-1 Controlled Distribution Amount and the Class B-1 Controlled Distribution Amount for the previous Series 2011-1 Amortization Principal Collection Period was less than the sum of the Class A-1 Controlled Distribution Amount for such previous Series 2011-1 Amortization Principal Collection Period and the Class B-1 Controlled Distribution Amount for such previous Series 2011-1 Amortization Principal

 

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Collection Period and (y) the Class B-1 Controlled Distribution Amount for such previous Series 2011-1 Amortization Principal Collection Period; provided, however, that for the first Series 2011-1 Amortization Principal Collection Period in the Three-Year Notes Controlled Amortization Period, the Class B-1 Carryover Controlled Amortization Amount will be zero.

 

“Class B-1 Controlled Amortization Amount” means $8,000,000.00.

 

“Class B-1 Controlled Distribution Amount” means, with respect to any Series 2011-1 Amortization Principal Collection Period during the Three-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class B-1 Controlled Amortization Amount for such Series 2011-1 Amortization Principal Collection Period and any Class B-1 Carryover Controlled Amortization Amount for such Series 2011-1 Amortization Principal Collection Period.

 

“Class B-1 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

 

“Class B-1 Initial Principal Amount” means the aggregate initial principal amount of the Class B-1 Notes, which is $48,000,000.

 

“Class B-1 Monthly Interest” means, (a) with respect to the initial Series 2011-1 Interest Period, an amount equal to the product of (i) the Class B-1 Note Rate, (ii) the Class B-1 Initial Principal Amount and (iii) 39/360 and (b) with respect to each Series 2011-1 Interest Period thereafter, an amount equal to the product of (i) one-twelfth of the Class B-1 Note Rate and (ii) the Class B-1 Principal Amount on the first day of such Series 2011-1 Interest Period, after giving effect to any principal payments made on such date.

 

“Class B-1 Noteholder” means the Person in whose name a Class B-1 Note is registered in the Note Register.

 

“Class B-1 Note Rate” means 4.17% per annum.

 

“Class B-1 Notes” means any one of the Series 2011-1 4.17% Rental Car Asset Backed Notes, Class B-1, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-3-1, Exhibit A-3-2 or Exhibit A-3-3 to this Series Supplement.

 

“Class B-1 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-1 Initial Principal Amount minus (b) the amount of principal payments made to Class B-1 Noteholders on or prior to such date minus (c) the principal amount of any Class B-1 Notes that have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Class B-1 Note was issued on or prior to such date.

 

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“Class B-2 Carryover Controlled Amortization Amount” means, with respect to the Class B-2 Notes for any Series 2011-1 Amortization Principal Collection Period during the Five-Year Notes Controlled Amortization Period, the lesser of (x) the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-2 Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount for the previous Series 2011-1 Amortization Principal Collection Period was less than the sum of the Class A-2 Controlled Distribution Amount for such previous Series 2011-1 Amortization Principal Collection Period and the Class B-2 Controlled Distribution Amount for such previous Series 2011-1 Amortization Principal Collection Period and (y) the Class B-2 Controlled Distribution Amount for such previous Series 2011-1 Amortization Principal Collection Period; provided, however, that for the first Series 2011-1 Amortization Principal Collection Period in the Five-Year Notes Controlled Amortization Period, the Class B-2 Carryover Controlled Amortization Amount will be zero.

 

“Class B-2 Controlled Amortization Amount” means $5,000,000.00.

 

“Class B-2 Controlled Distribution Amount” means, with respect to any Series 2011-1 Amortization Principal Collection Period during the Five-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class B-2 Controlled Amortization Amount for such Series 2011-1 Amortization Principal Collection Period and any Class B-2 Carryover Controlled Amortization Amount for such Series 2011-1 Amortization Principal Collection Period.

 

“Class B-2 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

 

“Class B-2 Initial Principal Amount” means the aggregate initial principal amount of the Class B-2 Notes, which is $30,000,000.

 

“Class B-2 Monthly Interest” means, (a) with respect to the initial Series 2011-1 Interest Period, an amount equal to the product of (i) the Class B-2 Note Rate, (ii) the Class B-2 Initial Principal Amount and (iii) 39/360 and (b) with respect to each Series 2011-1 Interest Period thereafter, an amount equal to the product of (i) one-twelfth of the Class B-2 Note Rate and (ii) the Class B-2 Principal Amount on the first day of such Series 2011-1 Interest Period, after giving effect to any principal payments made on such date.

 

“Class B-2 Noteholder” means the Person in whose name a Class B-2 Note is registered in the Note Register.

 

“Class B-2 Note Rate” means 4.96% per annum.

 

“Class B-2 Notes” means any one of the Series 2011-1 4.96% Rental Car Asset Backed Notes, Class B-2, executed by HVF and authenticated by or on behalf of

 

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the Trustee, substantially in the form of Exhibit A-4-1, Exhibit A-4-2 or Exhibit A-4-3 to this Series Supplement.

 

“Class B-2 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-2 Initial Principal Amount minus (b) the amount of principal payments made to Class B-2 Noteholders on or prior to such date minus (c) the principal amount of any Class B-2 Notes that have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Class B-2 Note was issued on or prior to such date.

 

“Class C Noteholders” means, collectively, the Class C-1 Noteholders and the Class C-2 Noteholders.

 

“Class C Notes” has the meaning set forth in the preamble.

 

“Class C Notes Closing Date” has the meaning specified in Section 6.12 of this Series Supplement.

 

“Class C-1 Noteholder” means the Person in whose name a Class C-1 Note is registered in the Note Register.

 

“Class C-1 Notes” has the meaning set forth in the preamble.

 

“Class C-2 Noteholder” means the Person in whose name a Class C-2 Note is registered in the Note Register.

 

“Class C-2 Notes” has the meaning set forth in the preamble.

 

“Confirmation Condition” means, with respect to a Manufacturer that is the subject of an Event of Bankruptcy that is a proceeding under Chapter 11 of the Bankruptcy Code to reorganize (the “Proceeding”), a condition that is satisfied upon entry and during the effectiveness of an order by the bankruptcy court having jurisdiction over the Proceeding approving (i) (A) assumption under Section 365 of the Bankruptcy Code by the Manufacturer, or trustee in bankruptcy on its behalf, of its Manufacturer Program (and all related Assignment Agreements), (B) at the time of such assumption, payment of all amounts relating to the HVF Vehicles due and payable by the Manufacturer to HVF or any of its Affiliates under its Manufacturer Program, and (C) all actions and payments necessary to cure all existing defaults relating to the HVF Vehicles by the Manufacturer with respect to HVF or any of its Affiliates under the Manufacturer Program to the date of effectiveness of such order, or (ii) (A) execution, delivery and performance by the Manufacturer of (x) a new post-petition Manufacturer Program under which HVF is an eligible fleet purchaser and having substantially the same terms and covering HVF Vehicles with substantially the same characteristics as the Manufacturer Program in effect on the date the Proceeding was commenced and (y) new Assignment Agreements effecting the assignment of the benefits of such new Manufacturer Program from HVF to the Collateral Agent acknowledged by such Manufacturer, (B) payment of

 

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all amounts relating to the HVF Vehicles due and payable by such Manufacturer to HVF or any of its Affiliates under the Manufacturer Program in effect on the date the Proceeding was commenced at the time of the execution and delivery of the new post-petition Manufacturer Program, and (C) all actions and payments necessary to cure all existing defaults relating to the HVF Vehicles by the Manufacturer with respect to HVF or any of its Affiliates under the Manufacturer Program in effect on the date the Proceeding was commenced to the date of effectiveness of such order, and in each case described in clause (i) or (ii) above, the actions and payments in subclauses (B) and (C) of each such clause have been taken or made.

 

“Demand Notice” has the meaning specified in Section 2.5(b)(ii) of this Series Supplement.

 

“Eligible Manufacturer” means (a) an “Eligible Manufacturer” as defined in the Definitions List attached to the Base Indenture as Schedule I thereto and (b) Fiat, Mini and Smart.

 

“Eligible Program Manufacturer” means (a) an “Eligible Program Manufacturer” as defined in the Definitions List attached to the Base Indenture as Schedule I thereto and (b) Fiat, Mini and Smart.

 

“Eligible Program Vehicle Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to a Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers which are Eligible Program Manufacturers with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer which is an Eligible Program Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles as of such

 

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date under the HVF Lease, plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by an Eligible Program Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

 

“Excluded Redesignated Vehicle” means each HVF Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred that becomes a Redesignated Vehicle prior to the Inclusion Date for such Vehicle, as of and from the date such HVF Vehicle becomes a Redesignated Vehicle to and until the Inclusion Date for such HVF Vehicle.

 

“Fiat” means a Person designated by HVF and organized under the laws of the United States of America that distributes automobiles manufactured under the brand “Fiat”.

 

“Financial Assets” has the meaning specified in Section 2.10(b)(i) of this Series Supplement.

 

“Five-Year Notes” means collectively, the Class A-2 Notes, the Class B-2 Notes and, if issued, any Class C-2 Notes.

 

“Five-Year Notes Controlled Amortization Period” means the period commencing at the close of business on August, 2016 (or, if such day is not a Business Day, the Business Day immediately preceding such day) and continuing to the earlier of (i) the commencement of the Series 2011-1 Rapid Amortization Period and (ii) the date on which the Five-Year Notes are paid in full.

 

“Five-Year Notes Expected Final Payment Date” means the March 2017 Payment Date.

 

“Five-Year Notes Legal Final Payment Date” means the March 2018 Payment Date.

 

“Group of Manufacturers” means the BMW/Lexus/Mercedes/Audi Group and/or the Kia/Subaru/Hyundai Group as the context may require.

 

“Inclusion Date” means, with respect to any HVF Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred, the date that is 30 days after the earlier of (i) the date such HVF Vehicle became a Redesignated

 

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Vehicle and (ii) the date upon which such Event of Bankruptcy with respect to the Manufacturer of such HVF Vehicle first occurred.

 

“Indenture Carrying Charges” means, as of any day, any fees or other costs, fees and expenses and indemnity amounts, if any, payable by HVF to the Trustee, the Administrator, the Intermediary under the Master Exchange Agreement or the Nominee under the Indenture or the Related Documents plus any other operating expenses of HVF then payable by HVF (other than any such operating expenses that relate solely to any Segregated Series).

 

“Kia/Subaru/Hyundai Group” means the group of Manufacturers comprised of Kia, Subaru and Hyundai which has a Series 2011-1 Manufacturer Percentage specified in Column B of Exhibit J hereto.

 

“Lease Payment Deficit Notice” has the meaning specified in Section 2.3(c) of this Series Supplement.

 

“Legal Final Payment Date” means the Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date, as the context may require.

 

“Manufacturer Eligible Program Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and not turned in to and accepted by such Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and

 

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accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles as of such date under the HVF Lease plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer under this Series Supplement.

 

“Manufacturer Non-Eligible Program Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the portion of the Manufacturer Non-Eligible Vehicle Amount for such Manufacturer as of such date allocable to or arising from Non-Eligible Program Vehicles.

 

“Manufacturer Non-Eligible Vehicle Adjusted Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the excess of (i) the Manufacturer Non-Eligible Vehicle Amount with respect to such Manufacturer over (ii) the Manufacturer Non-Eligible Vehicle Amount Adjustment with respect to such Manufacturer, in each case as of such date of determination.

 

“Manufacturer Non-Eligible Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Non-Eligible Program Vehicles or Non-Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and not turned in to and accepted by such Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Manufacturer with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or

 

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Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer under this Series Supplement.

 

“Manufacturer Non-Eligible Vehicle Amount Adjustment” means, as of any date of determination, with respect to any Manufacturer, the sum of (I) the sum of (i) the Series 2011-1 Manufacturer Excess Reduction with respect to such Manufacturer and (ii) in the event that such Manufacturer is part of a Group of Manufacturers, the product of (A) the Series 2011-1 Manufacturer Excess Reduction with respect to such Group of Manufacturers and (B) the Series 2011-1 Manufacturer Non-Eligible Vehicle Group Proportion with respect to such Manufacturer and (II) in the event that such Manufacturer is not an Eligible Manufacturer, the product of (x) the amount determined pursuant to clause (ii)(B)(2) of the definition of “Class A/B Required Incremental Enhancement Amount” and (y) the quotient expressed as a percentage of (i) the portion of the Non-Eligible Manufacturer Amount attributable to such Manufacturer and (ii) the Non-Eligible Manufacturer Amount, in each case as of such date of determination.

 

“Market Value Average” means, as of any day on or after the third Determination Date, the percentage equivalent (not to exceed 100%) of a fraction, the numerator of which is the average of the Non-Program Fleet Market Value as of such preceding Determination Date and the two Determination Dates precedent thereto and the denominator of which is the average of the aggregate Net Book Value of all Non-Program Vehicles (excluding any Excluded Redesignated Vehicles) as of such preceding Determination Date and the two Determination Dates precedent thereto.

 

“Mini” means a Person designated by HVF and organized under the laws of the United States of America that distributes automobiles manufactured under the brand “MINI” or “MINI-Cooper”.

 

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“Monthly Total Principal Allocation” means for any Series 2011-1 Amortization Principal Collection Period, the total of (i) all Series 2011-1 Principal Allocations with respect to such Series 2011-1 Amortization Principal Collection Period plus (ii) any amounts deposited in the Series 2011-1 Collection Account during the Series 2011-1 Controlled Amortization Period after the payment of all required interest payments pursuant to Section 2.3(h)(iv)(B) of this Series Supplement, and minus (iii) any amounts deposited in the Series 2011-1 Accrued Interest Account during the Series 2011-1 Rapid Amortization Period pursuant to Section 2.2(c)(ii) of this Series Supplement.

 

“New York UCC” has the meaning specified in Section 2.10(a) of this Series Supplement.

 

“Non-Eligible Manufacturer Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all HVF Vehicles that are Eligible Vehicles as of such date that were manufactured by Manufacturers other than Eligible Manufacturers and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers other than Eligible Manufacturers with respect to Vehicles that were Eligible Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer other than an Eligible Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were manufactured by Manufacturers other than Eligible Manufacturers that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were manufactured by Manufacturers other than Eligible Manufacturers that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that were manufactured by Manufacturers other than Eligible Manufacturers and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

 

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“Non-Eligible Vehicle Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Non-Eligible Program Vehicles and Non-Program Vehicles that are Eligible Vehicles as of such date and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

 

“Non-Program Fleet Market Value” means, with respect to all Non-Program Vehicles (excluding any Excluded Redesignated Vehicles) as of any date of determination, the sum of the respective Third-Party Market Values of each such Non-Program Vehicle.

 

“Non-Program Vehicle Amount” means, as of any date of determination, an amount equal to the portion of the Non-Eligible Vehicle Amount as of such date allocable to or arising from Non-Program Vehicles.

 

“Non-Program Vehicle Measurement Month Average” means, with respect to any Measurement Month, the lesser of (a) the percentage equivalent of a fraction, the numerator of which is the aggregate amounts of Disposition Proceeds paid or

 

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payable in respect of all Non-Program Vehicles (other than any Non-Program Vehicles that are returned to a Manufacturer pursuant to a Manufacturer Program in accordance with Section 2.5(b) of the HVF Lease) that are sold to third parties, at auction or otherwise (excluding salvage sales), during such Measurement Month and the two Measurement Months preceding such Measurement Month and the denominator of which is the aggregate Net Book Values of such Non-Program Vehicles on the dates of their respective sales and (b) 100%.

 

“Non-Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Non-Program Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and any HVF Exchange Account, in each case as of such date; provided, that any portion of the Non-Program Vehicle Amount that, as of such date of determination, also constitutes a portion of the “Bankrupt Manufacturer Vehicle Amount” shall be excluded from such numerator.

 

“Outstanding” means with respect to the Series 2011-1 Notes, all Series 2011-1 Notes theretofore authenticated and delivered under the Indenture, except (a) Series 2011-1 Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2011-1 Notes which have not been presented for payment but funds for the payment of which are on deposit in the Series 2011-1 Distribution Account and are available for payment of such Series 2011-1 Notes, and Series 2011-1 Notes which are considered paid pursuant to Section 8.1 of the Base Indenture, or (c) Series 2011-1 Notes in exchange for or in lieu of other Series 2011-1 Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Trustee is presented that any such Series 2011-1 Notes are held by a purchaser for value.

 

“Past Due Rent Payment” has the meaning specified in Section 2.2(d) of this Series Supplement.

 

“Proposed Class C Notes” has the meaning specified in Section 6.12 of this Series Supplement.

 

“QIB” has the meaning specified in Section 5.1 of this Series Supplement.

 

“Rating Agencies” means, with respect to the Series 2011-1 Notes, Moody’s and any other nationally recognized rating agency rating the Series 2011-1 Notes at the request of HVF.

 

“Record Date” means, with respect to any Payment Date, the last day of the Related Month.

 

“Redesignated Vehicle” means any Program Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred which has been redesignated as a Non-Program Vehicle pursuant to Section 18(b) of the HVF Lease in

 

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accordance with Section 2.6 thereof; provided that for the avoidance of doubt, if a Redesignated Vehicle is subsequently redesignated as a Program Vehicle pursuant to Section 2.6 of the HVF Lease, such Vehicle shall no longer constitute a Redesignated Vehicle following such subsequent redesignation.

 

“Regulation S” means Regulation S promulgated under the Securities Act.

 

“Regulation S Global Notes” has the meaning specified in Section 5.3 of this Series Supplement.

 

“Required Controlling Class Series 2011-1 Noteholders” means (i) for so long as any Class A Notes are Outstanding, Class A Noteholders holding more than 50% of the Class A Principal Amount and (ii) if no Class A Notes are Outstanding, Class B Noteholders holding more than 50% of the Class B Principal Amount.

 

“Required Noteholders” means, Class A/B Noteholders holding more than 50% of the Class A/B Principal Amount, excluding any Class A/B Notes held by HVF or any Affiliate of HVF (other than an Affiliate Issuer so long as such Affiliate Issuer has assigned all voting, consent, and control rights associated with such Series 2011-1 Notes to Persons that are not Affiliates of HVF); provided that any action pursuant to Section 8.11, Article IX, Section 10.1(h) or Section 10.2(f) of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 2011-1 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 2011-1 Noteholders.

 

“Restricted Global Notes” has the meaning specified in Section 5.2 of this Series Supplement.

 

“Restricted Notes” means the Restricted Global Notes, and all other Series 2011-1 Notes evidencing the obligations, or any portion of the obligations, initially evidenced by the Restricted Global Notes, other than certificates transferred or exchanged upon certification as provided in Article V of this Series Supplement.

 

“Restricted Period” means, with respect to any Series 2011-1 Notes, the period commencing on the Series 2011-1 Closing Date and ending on the 40th day after Series 2011-1 Closing Date.

 

“Rule 144A” means Rule 144A promulgated under the Securities Act.

 

“Series 2011-1 Accrued Amounts” means, on any date of determination, the sum of (i) accrued and unpaid interest on the Series 2011-1 Notes as of such date and (ii) the product of (A) the Indenture Carrying Charges due and payable on the next succeeding Payment Date times (B) the Series 2011-1 Percentage as of such date of determination.

 

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“Series 2011-1 Accrued Interest Account” has the meaning specified in Section 2.1(a) of this Series Supplement.

 

“Series 2011-1 Amortization Principal Collection Period” means, (i) with respect to any Payment Date during the Series 2011-1 Rapid Amortization Period, the period from but excluding the Determination Date immediately preceding the prior Payment Date (or, in the case of the first Payment Date during the Series 2011-1 Rapid Amortization Period (A) if such Series 2011-1 Rapid Amortization Period commences during the Series 2011-1 Revolving Period, the period from and including the first day of the Related Month and (B) if such Series 2011-1 Rapid Amortization Period commences during the applicable Series 2011-1 Controlled Amortization Period but prior to the first Payment Date occurring therein, from and including the date of the commencement of such Series 2011-1 Controlled Amortization Period) to and including the Determination Date immediately preceding such Payment Date, and (ii) with respect to (a) the second Payment Date during the applicable Series 2011-1 Controlled Amortization Period, the period from and including the date of the commencement of such Series 2011-1 Controlled Amortization Period to and including the Determination Date immediately preceding such second Payment Date during such Series 2011-1 Controlled Amortization Period, and (b) each Payment Date thereafter during such Series 2011-1 Controlled Amortization Period, the period from but excluding the Determination Date immediately preceding the prior Payment Date to and including the Determination Date immediately preceding such Payment Date; provided that any Monthly Base Rent paid by the Lessee under the HVF Lease on a Payment Date during the Series 2011-1 Rapid Amortization Period or during any Series 2011-1 Controlled Amortization Period shall be deemed to have been received during the Series 2011-1 Amortization Principal Collection Period with respect to such Payment Date.

 

“Series 2011-1 Closing Date” means June 16, 2011.

 

“Series 2011-1 Collateral” means the Collateral, each Class A/B Letter of Credit, the Series 2011-1 Series Account Collateral, the Class A/B Cash Collateral Account Collateral, the Series 2011-1 Demand Note, the Series 2011-1 Distribution Account Collateral, and the Class A/B Reserve Account Collateral.

 

“Series 2011-1 Collection Account” has the meaning specified in Section 2.1(a) of this Series Supplement.

 

“Series 2011-1 Controlled Amortization Period” means the Three-Year Notes Controlled Amortization Period or the Five-Year Notes Controlled Amortization Period, as the context requires.

 

“Series 2011-1 Demand Note” means each demand note made by Hertz, substantially in the form of Exhibit H to this Series Supplement, as amended, modified or restated from time to time in accordance with its terms and the terms of this Series Supplement.

 

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“Series 2011-1 Deposit Date” has the meaning specified in Section 2.2 of this Series Supplement.

 

“Series 2011-1 Designated Account” has the meaning specified in Section 2.10(a) of this Series Supplement.

 

“Series 2011-1 Distribution Account” has the meaning specified in Section 2.9(a) of this Series Supplement.

 

“Series 2011-1 Distribution Account Collateral” has the meaning specified in Section 2.9(d) of this Series Supplement.

 

“Series 2011-1 Excess Collection Account” has the meaning specified in Section 2.1(a) of this Series Supplement.

 

“Class A/B Global Notes” means, collectively, the Class A Global Notes, the Class B Global Notes and, if the Class C Notes have been issued, any Class C Note that is a Regulation S Global Note, a Restricted Global Note or an Unrestricted Global Note.

 

“Series 2011-1 Interest Period” means a period commencing on and including a Payment Date and ending on and including the day preceding the next succeeding Payment Date; provided, however, that the initial Series 2011-1 Interest Period shall commence on and include the Series 2011-1 Closing Date and end on and include July 24, 2011.

 

“Series 2011-1 Invested Percentage”  means, on any date of determination:

 

(a)           when used with respect to Principal Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which shall be equal to the Series 2011-1 Required Asset Amount, determined (x) during the Series 2011-1 Revolving Period as of the end of the immediately preceding Related Month (or, until the end of the initial Related Month after the Series 2011-1 Closing Date, on the Series 2011-1 Closing Date), or (y) during the Series 2011-1 Controlled Amortization Period and the Series 2011-1 Rapid Amortization Period as of the last day of the Series 2011-1 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of the end of the immediately preceding Related Month (or, until the end of the initial Related Month after the Series 2011-1 Closing Date, as of the Series 2011-1 Closing Date) and (II) as of the same date as in clause (I), the Aggregate Required Asset Amount;

 

(b)           when used with respect to Interest Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which shall be the Series 2011-1 Accrued Amounts on such date of determination, and the denominator of which shall be the aggregate Accrued Amounts with respect to all Series of Notes on such date of determination.

 

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“Series 2011-1 Lease Interest Payment Deficit” means on any Payment Date an amount equal to the excess, if any, of (a) the aggregate amount of Interest Collections which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement would have been deposited into the Series 2011-1 Accrued Interest Account if all payments of Monthly Variable Rent required to have been made under the HVF Lease from but excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the aggregate amount of Interest Collections which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement have been received for deposit into the Series 2011-1 Accrued Interest Account from but excluding the preceding Payment Date to and including such Payment Date.

 

“Series 2011-1 Lease Payment Deficit” means either a Series 2011-1 Lease Interest Payment Deficit or a Series 2011-1 Lease Principal Payment Deficit.

 

“Series 2011-1 Lease Principal Payment Carryover Deficit” means (a) for the initial Payment Date, zero and (b) for any other Payment Date, the excess, if any, of (x) the Series 2011-1 Lease Principal Payment Deficit, if any, on the preceding Payment Date over (y) the amount deposited in the Series 2011-1 Distribution Account pursuant to Section 2.5(b)(iv) of this Series Supplement on such preceding Payment Date on account of such Series 2011-1 Lease Principal Payment Deficit.

 

“Series 2011-1 Lease Principal Payment Deficit” means on any Payment Date the sum of (a) the Series 2011-1 Monthly Lease Principal Payment Deficit for such Payment Date and (b) the Series 2011-1 Lease Principal Payment Carryover Deficit for such Payment Date.

 

“Series 2011-1 Limited Liquidation Event of Default” means, so long as such event or condition continues, any event or condition of the type specified in clauses (a) through (g) of Article III of this Series Supplement continues for thirty (30) days (without double counting the cure period, if any, provided therein); provided  however, that if (i) within such thirty (30) day period, such Amortization Event with respect to the Series 2011-1 Notes has been cured and (ii) the Trustee has received from the Required Noteholders with respect to the Series 2011-1 Notes a waiver of the occurrence of such Series 2011-1 Limited Liquidation Event of Default, then such event or condition shall no longer constitute a Series 2011-1 Limited Liquidation Event of Default.

 

“Series 2011-1 Manufacturer Amount” means, as of any date of determination, for any Manufacturer or Group of Manufacturers set forth in Column A of Exhibit J hereto, the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to such Manufacturer or Group of Manufacturers, as applicable, as of such date.

 

“Series 2011-1 Manufacturer Excess” means, as of any date of determination, for (i) any Manufacturer listed in Column A of Exhibit J hereto, the excess (if any) of (a) the Series 2011-1 Manufacturer Amount for such Manufacturer over (b) the Series 2011-1 Manufacturer Maximum Amount for such Manufacturer, in each case as of

 

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such date; (ii) the BMW/Lexus/Mercedes/Audi Group, the excess (if any) of (a) the Series 2011-1 Manufacturer Amount for such Group of Manufacturers over (b) the sum of (1) the Series 2011-1 Manufacturer Maximum Amount for such Group of Manufacturers and (2) any portion of the Series 2011-1 Manufacturer Amount with respect to BMW, Lexus, Mercedes and/or Audi which constitutes Series 2011-1 Manufacturer Excess with respect to such Manufacturer, in each case as of such date, and (iii) the Kia/Subaru/Hyundai Group, the excess (if any) of (a) the Series 2011-1 Manufacturer Amount for such Group of Manufacturers over (b) the sum of (1) the Series 2011-1 Manufacturer Maximum Amount for such Group of Manufacturers and (2) any portion of the Series 2011-1 Manufacturer Amount with respect to Kia, Subaru and/or Hyundai which constitutes Series 2011-1 Manufacturer Excess with respect to such Manufacturer, in each case as of such date of determination.

 

“Series 2011-1 Manufacturer Excess Reduction” means, as of any date of determination, for any Manufacturer or Group of Manufacturers with respect to which a Series 2011-1 Manufacturer Excess exists as of such date, the product of (a) such Series 2011-1 Manufacturer Excess for such Manufacturer or Group of Manufacturers and (b) the Series 2011-1 Manufacturer Non-Eligible Vehicle Amount Portion for such Manufacturer or Group of Manufacturers, in each case as of such date of determination.

 

“Series 2011-1 Manufacturer Group Proportion” means, as of any date of determination, with respect to any Manufacturer in a Group of Manufacturers, the quotient (expressed as a percentage) of (a) the Series 2011-1 Manufacturer Amount with respect to such Manufacturer and (b) the sum of the Series 2011-1 Manufacturer Amounts with respect to all Manufacturers in such Group of Manufacturers.

 

“Series 2011-1 Manufacturer Maximum Amount” means, as of any date of determination, for any Manufacturer or Group of Manufacturers listed in Column A of Exhibit J hereto, an amount equal to the product of (x) the Series 2011-1 Manufacturer Percentage for such Manufacturer or Group of Manufacturers and (y) the Adjusted Aggregate Asset Amount on such date.

 

“Series 2011-1 Manufacturer Non-Eligible Vehicle Amount Portion” means, as of any date of determination, with respect to any Manufacturer or Group of Manufacturers, a fraction expressed as a percentage, (a) the numerator of which is the Manufacturer Non-Eligible Vehicle Amount with respect to such Manufacturer or Group of Manufacturers; provided that, in the event that such Manufacturer is Ford, Nissan, GM, Kia, Chrysler, Toyota or Honda (or such Manufacturer is included in such Group of Manufacturers), to the extent that an Event of Bankruptcy has occurred with respect to such Manufacturer, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy)) shall be excluded therefrom and (b) the denominator of which is the Series 2011-1 Manufacturer Amount with respect to such Manufacturer or Group of Manufacturers, as applicable, as of such date.

 

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“Series 2011-1 Manufacturer Non-Eligible Vehicle Group Proportion” means, as of any date of determination, with respect to any Manufacturer in a Group of Manufacturers, the quotient (expressed as a percentage) of (a) the Manufacturer Non-Eligible Vehicle Amount with respect to such Manufacturer as of such date and (b) the sum of the Manufacturer Non-Eligible Vehicle Amounts with respect to all Manufacturers in such Group of Manufacturers, in each case, as of such date.

 

“Series 2011-1 Manufacturer Percentage” means, for any Manufacturer or Group of Manufacturers listed in Column A of Exhibit J hereto, the percentage set forth opposite such Manufacturer or Group of Manufacturers in Column B of Exhibit J hereto.

 

“Series 2011-1 Maximum Manufacturer Non-Eligible Vehicle Amount” means, as of any day, (x) with respect to Toyota, an amount equal to 50% of the Non-Eligible Vehicle Amount and (y) with respect to any other Manufacturer, an amount equal to 40% of the Non-Eligible Vehicle Amount.

 

“Series 2011-1 Maximum Non-Eligible Manufacturer Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

 

“Series 2011-1 Monthly Lease Principal Payment Deficit” means on any Payment Date an amount equal to the excess, if any, of (a) the aggregate amount of Principal Collections which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement would have been deposited into the Series 2011-1 Collection Account if all payments required to have been made under the HVF Lease from but excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the aggregate amount of Principal Collections which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement have been received for deposit into the Series 2011-1 Collection Account (without giving effect to any amounts deposited into the Series 2011-1 Accrued Interest Account pursuant to the proviso in Section 2.2(c)(ii) of this Series Supplement) from but excluding the preceding Payment Date to and including such Payment Date.

 

“Series 2011-1 Noteholders” means collectively, the Class A Noteholders the Class B Noteholders and, if the Class C Notes have been issued, the Class C Noteholders.

 

“Series 2011-1 Notes” means collectively, the Class A Notes, the Class B Notes and, if issued, any Class C Notes.

 

“Class A/B Note Owner” means any Class A Note Owner, Class B Note Owner or, if the Class C Notes have been issued, any Person who is a beneficial owner of an interest in a Class C Note that is a Regulation S Global Note, Restricted Global Note or Unrestricted Global Note, as reflected on the books of DTC, or on the books of a Person maintaining an account with DTC (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of DTC).

 

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“Series 2011-1 Past Due Rent Payment” has the meaning specified in Section 2.2(d) of this Series Supplement.

 

“Series 2011-1 Percentage” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Series 2011-1 Principal Amount as of such date and the denominator of which is the Aggregate Principal Amount as of such date.

 

“Series 2011-1 Principal Allocation” has the meaning specified in Section 2.2(a)(ii) of this Series Supplement.

 

“Series 2011-1 Principal Amount” means, as of any date of determination, the sum of the Class A Principal Amount, the Class B Principal Amount and, if the Class C Notes have been issued, the Principal Amount of the Class C Notes.

 

“Series 2011-1 Rapid Amortization Period” means the period beginning at the close of business on the Business Day immediately preceding the day on which an Amortization Event is deemed to have occurred with respect to the Series 2011-1 Notes and ending upon the earlier to occur of (i) the date on which the Series 2011-1 Notes are paid in full and (ii) the termination of the Indenture.

 

“Series 2011-1 Rating Agency Condition” means, with respect to the Series 2011-1 Notes and any action, including the issuance of an additional Series of Notes, that each Rating Agency then rating the Series 2011-1 Notes shall have notified HVF and the Trustee in writing that such action will not result in a reduction or withdrawal of its then-current ratings of the Series 2011-1 Notes.

 

“Series 2011-1 Required Asset Amount” means, as of any date of determination, the sum of (i) the Class A/B Adjusted Principal Amount as of such date and (ii) the Class A/B Required Overcollateralization Amount as of such date.

 

“Series 2011-1 Required Asset Amount Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Series 2011-1 Required Asset Amount and the denominator of which is the Aggregate Required Asset Amount, in each case as of such date.

 

“Series 2011-1 Revolving Period” means the period from and including the Series 2011-1 Closing Date to the earlier of (i) the commencement of the Series 2011-1 Rapid Amortization Period and (ii) the commencement of the Five-Year Notes Controlled Amortization Period; provided that during the Three-Year Notes Controlled Amortization Period, the Series 2011-1 Revolving Period shall be suspended.

 

“Series 2011-1 Series Account Collateral” has the meaning specified in Section 2.1(d) of this Series Supplement.

 

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“Series 2011-1 Series Accounts” has the meaning specified in Section 2.1(a) of this Series Supplement.

 

“Series Supplement” has the meaning set forth in the preamble.

 

“Smart” means smart USA Distributor, LLC, a Delaware limited liability company, and its successors.

 

“Third-Party Market Value” means, with respect to any HVF Vehicle as of any date of determination, the market value of such HVF Vehicle as specified in the Related Month’s published NADA Guide for the model class and model year of such HVF Vehicle based on the average equipment and the average mileage of each HVF Vehicle of such model class and model year; provided, that if the NADA Guide was not published in the Related Month or the NADA Guide is being published but such HVF Vehicle is not included therein, the Third-Party Market Value of such HVF Vehicle shall be based on the market value specified in the Finance Guide for the model class and model year of such HVF Vehicle based on the average equipment and the average mileage of each HVF Vehicle of such model class and model year; provided, further, that if the Finance Guide is being published but such HVF Vehicle is not included therein, the Third-Party Market Value of such HVF Vehicle shall mean the Net Book Value of such HVF Vehicle; provided, further, that if the Finance Guide was not published in the Related Month, the Third-Party Market Value of such HVF Vehicle shall be based on an independent third-party data source selected by the Servicer, subject to satisfaction of the Series 2011-1 Rating Agency Condition, at the request of HVF based on the average equipment and average mileage of each HVF Vehicle of such model class and model year; provided, further, that if no such third-party data source or methodology shall have been so approved or any such third-party source or methodology is not available, the Third-Party Market Value of such HVF Vehicle shall be equal to a reasonable estimate of the wholesale market value of such Vehicle as determined by the Servicer, based on the Net Book Value of such HVF Vehicle and any other factors deemed relevant by the Servicer.

 

“Three-Year Notes” means collectively, the Class A-1 Notes, the Class B-1 Notes and, if issued, any Class C-1 Notes.

 

“Three-Year Notes Controlled Amortization Period” means the period commencing at the close of business on August 31, 2014 (or, if such day is not a Business Day, the Business Day immediately preceding such day) and continuing to the earlier of (i) the commencement of the Series 2011-1 Rapid Amortization Period and (ii) the date on which the Three-Year Notes are paid in full.

 

“Three-Year Notes Expected Final Payment Date” means the March 2015 Payment Date.

 

“Three-Year Notes Legal Final Payment Date” means the March 2016  Payment Date.

 

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“Unrestricted Global Notes” has the meaning specified in Section 5.4(d) of this Series Supplement.

 

ARTICLE II

 

SERIES 2011-1 ALLOCATIONS

 

With respect to the Series 2011-1 Notes only, the following shall apply:

 

Section 2.1.            Series 2011-1 Series Accounts.

 

(a)           Establishment of Series 2011-1 Series Accounts.  HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2011-1 Noteholders three accounts: the Series 2011-1 Collection Account (such account, the “Series 2011-1 Collection Account”), the Series 2011-1 Accrued Interest Account (such account, the “Series 2011-1 Accrued Interest Account”) and the Series 2011-1 Excess Collection Account (such account, the “Series 2011-1 Excess Collection Account” and, together with the Series 2011-1 Collection Account and the Series 2011-1 Accrued Interest Account, the “Series 2011-1 Series Accounts”).  Each Series 2011-1 Series Account shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2011-1 Noteholders.  Each Series 2011-1 Series Account shall be an Eligible Deposit Account.  If a Series 2011-1 Series Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that such Series 2011-1 Series Account is no longer an Eligible Deposit Account, establish a new Series 2011-1 Series Account that is an Eligible Deposit Account.  If a new Series 2011-1 Series Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2011-1 Series Account into the new Series 2011-1 Series Account.  Initially, each of the Series 2011-1 Series Accounts will be established with BNY.

 

(b)           Administration of the Series 2011-1 Series Accounts.  HVF may instruct (by standing instructions or otherwise) the institution maintaining each of the Series 2011-1 Series Accounts to invest funds on deposit in such Series 2011-1 Series Account from time to time in Permitted Investments; provided, however, that (x) any such investment in the Series 2011-1 Excess Collection Account shall mature not later than the Business Day following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2011-1 Excess Collection Account) and (y) any such investment in the Series 2011-1 Collection Account or the Series 2011-1 Accrued Interest Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2011-1 Collection Account or the Series 2011-1 Accrued Interest Account), unless any such Permitted Investment is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal 

 

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of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2011-1 Series Accounts shall remain uninvested.

 

(c)           Earnings from Series 2011-1 Series Accounts.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2011-1 Series Accounts shall be deemed to be on deposit therein and available for distribution.

 

(d)           Series 2011-1 Series Accounts Constitute Additional Collateral for Series 2011-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2011-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2011-1 Noteholders, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2011-1 Series Accounts, including any security entitlement with respect to financial assets credited thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2011-1 Series Accounts or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2011-1 Series Accounts, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2011-1 Series Accounts, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all Proceeds of any and all of the foregoing, including cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2011-1 Series Account Collateral”).

 

Section 2.2.            Allocations with Respect to the Series 2011-1 Notes.  The net proceeds from the initial sale of the Class A Notes and the Class B Notes shall be deposited into the Series 2011-1 Excess Collection Account on the Series 2011-1 Closing Date and the net proceeds from any issuance of Class C Notes shall be deposited into the Series 2011-1 Excess Collection Account on the Class C Notes Closing Date and, in each case, shall be applied pursuant to Section 2.2(f) of this Series Supplement.  On each Business Day on which Collections are deposited into the Collection Account (each such date, a “Series 2011-1 Deposit Date”), the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to apply from all amounts deposited into the Collection Account in accordance with the provisions of this Section 2.2:

 

(a)           Allocations of Collections During the Series 2011-1 Revolving Period.  During the Series 2011-1 Revolving Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New

 

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York City time) on each Series 2011-1 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

 

(i)            allocate to and deposit in the Series 2011-1 Collection Account an amount equal to the Series 2011-1 Invested Percentage (as of such day) of the aggregate amount of Interest Collections on such day.  All such amounts deposited into the Series 2011-1 Collection Account shall thereafter be deposited into the Series 2011-1 Accrued Interest Account; and

 

(ii)           allocate to and deposit in the Series 2011-1 Excess Collection Account an amount equal to the Series 2011-1 Invested Percentage (as of such day) of the aggregate amount of Principal Collections on such day (for any such day, the “Series 2011-1 Principal Allocation”).

 

(b)           Allocations of Collections During any Series 2011-1 Controlled Amortization Period.  During any Series 2011-1 Controlled Amortization Period with respect to any Class of Series 2011-1 Notes, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on each Series 2011-1 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

 

(i)            allocate to and deposit in the Series 2011-1 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which amount shall be thereafter allocated to and deposited in the Series 2011-1 Accrued Interest Account; and

 

(ii)           (A) with respect to the Three-Year Notes Controlled Amortization Period, allocate to and deposit in the Series 2011-1 Collection Account an amount equal to the Series 2011-1 Principal Allocation for such day, which amount, together with any amounts allocated to the Series 2011-1 Collection Account from the Series 2011-1 Excess Collection Account pursuant to Section 2.2(f) of this Series Supplement or allocated to the Series 2011-1 Collection Account pursuant to Section 2.2(e) of Section 2.3(h) of this Series Supplement, shall be used to make principal payments pursuant to Section 2.5 of this Series Supplement; provided, however, that if the Monthly Total Principal Allocation for the current Series 2011-1 Amortization Principal Collection Period (together with the amount deposited in the Series 2011-1 Collection Account from the Series 2011-1 Excess Collection Account pursuant to Section 2.2(f) of this Series Supplement or deposited in the Series 2011-1 Collection Account pursuant to Section 2.2(e) and Section 2.3(h) of this Series Supplement) exceeds the sum of the Class A-1 Controlled Distribution Amount and the Class B-1 Controlled Distribution Amount, in each case, with respect to such Series 2011-1 Amortization Principal Collection Period, then the amount of such excess shall be deposited into the Series 2011-1 Excess Collection Account; and

 

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(B) with respect to the Five-Year Notes Controlled Amortization Period, allocate to and deposit in the Series 2011-1 Collection Account an amount equal to the Series 2011-1 Principal Allocation for such day, which amount, together with any amounts allocated to the Series 2011-1 Collection Account from the Series 2011-1 Excess Collection Account pursuant to Section 2.2(f) of this Series Supplement or allocated to the Series 2011-1 Collection Account pursuant to Section 2.2(e) of Section 2.3(h) of this Series Supplement, shall be used to make principal payments pursuant to Section 2.5 of this Series Supplement; provided, however, that if the Monthly Total Principal Allocation for the current Series 2011-1 Amortization Principal Collection Period (together with the amount deposited in the Series 2011-1 Collection Account from the Series 2011-1 Excess Collection Account pursuant to Section 2.2(f) of this Series Supplement or deposited in the Series 2011-1 Collection Account pursuant to Section 2.2(e) and Section 2.3(h) of this Series Supplement) exceeds the sum of the Class A-2 Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount, in each case, with respect to such Series 2011-1 Amortization Principal Collection Period, then the amount of such excess shall be deposited into the Series 2011-1 Excess Collection Account.

 

(c)           Allocations of Collections During the Series 2011-1 Rapid Amortization Period.  During the Series 2011-1 Rapid Amortization Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on any Series 2011-1 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

 

(i)            allocate to and deposit in the Series 2011-1 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which amount shall be thereafter allocated to and deposited in the Series 2011-1 Accrued Interest Account; and

 

(ii)           allocate to and deposit in the Series 2011-1 Collection Account an amount equal to the Series 2011-1 Principal Allocation for such day, which amount shall be used to make principal payments pursuant to Section 2.5 of this Series Supplement; provided that if on any Determination Date (A) the Administrator determines that the amount anticipated to be available from Interest Collections allocable to the Series 2011-1 Notes and other amounts available pursuant to Section 2.3 of this Series Supplement to pay the Class A/B Total Monthly Interest on the next succeeding Payment Date will be less than Class A/B Total Monthly Interest for such Payment Date and (B) the Class A/B Enhancement Amount is greater than zero, then the Administrator shall direct the Trustee in writing to withdraw from the Series 2011-1 Collection Account a portion (but in no event an amount in excess) of the Principal Collections allocated to the Series 2011-1 Notes during the related Series 2011-1 Amortization Principal Collection Period equal to the lesser of such insufficiency and the Class A/B Enhancement Amount and deposit such amount into the Series

 

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2011-1 Accrued Interest Account to be treated as Interest Collections on such Payment Date.

 

(d)           Past Due Rental Payments.  Notwithstanding the foregoing, if, after the occurrence of a Series 2011-1 Lease Payment Deficit, the Lessee shall make a payment of Rent or other amount payable by the Lessee under the HVF Lease on or prior to the fifth Business Day after the occurrence of such Series 2011-1 Lease Payment Deficit (a “Past Due Rent Payment”), the Administrator shall direct the Trustee in writing pursuant to the Administration Agreement to allocate to and deposit in the Series 2011-1 Collection Account an amount equal to the Series 2011-1 Invested Percentage as of the date of the occurrence of such Series 2011-1 Lease Payment Deficit of the Collections attributable to such Past Due Rent Payment (the “Series 2011-1 Past Due Rent Payment”).  The Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw from the Series 2011-1 Collection Account and apply the Series 2011-1 Past Due Rent Payment in the following order:

 

(i)            if the occurrence of the related Series 2011-1 Lease Payment Deficit resulted in one or more Class A/B LOC Credit Disbursements being made under the Class A/B Letters of Credit, pay to each Class A/B Letter of Credit Provider who honored such a Class A/B LOC Credit Disbursement for application in accordance with the provisions of the applicable Class A/B Letter of Credit Reimbursement Agreement, an amount equal to the lesser of (x) the unreimbursed amount of such Class A/B Letter of Credit Provider’s Class A/B LOC Credit Disbursement and (y) such Class A/B Letter of Credit Provider’s pro rata share of the amount of the Series 2011-1 Past Due Rent Payment, calculated on the basis of the unreimbursed amount of each such Class A/B Letter of Credit Provider’s Class A/B LOC Credit Disbursement;

 

(ii)           if the occurrence of such Series 2011-1 Lease Payment Deficit resulted in a withdrawal being made from any Class A/B Cash Collateral Account, deposit in each such Class A/B Cash Collateral Account an amount equal to the pro  rata portion of the lesser of (x) the amount of the Series 2011-1 Past Due Rent Payment remaining after any payments pursuant to clause (i) above and (y) the amount withdrawn from all such Class A/B Cash Collateral Accounts on account of such Series 2011-1 Lease Payment Deficit, calculated on the basis of the amounts so withdrawn from such Class A/B Cash Collateral Accounts;

 

(iii)          if the occurrence of such Series 2011-1 Lease Payment Deficit resulted in a withdrawal being made from the Class A/B Reserve Account pursuant to Section 2.3(d) of this Series Supplement, deposit in the Class A/B Reserve Account an amount equal to the lesser of (x) the amount of the Series 2011-1 Past Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the excess, if any, of the Class A/B Required Reserve Account Amount over the Class A/B Available Reserve Account Amount, in each case on such day;

 

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(iv)          deposit into the Series 2011-1 Accrued Interest Account the amount, if any, by which the Series 2011-1 Lease Interest Payment Deficit, if any, relating to such Series 2011-1 Lease Payment Deficit exceeds the amount of the Series 2011-1 Past Due Rent Payment applied pursuant to clauses (i) through (iii) above; and

 

(v)           deposit in the Series 2011-1 Collection Account and treat as Principal Collections the remaining amount of the Series 2011-1 Past Due Rent Payment.

 

(e)           Amounts Allocated from Other Series.  Amounts allocated to other Series of Notes that have been reallocated by HVF to the Series 2011-1 Notes (i) during the Series 2011-1 Revolving Period shall be deposited into the Series 2011-1 Excess Collection Account and applied in accordance with Section 2.2(f) of this Series Supplement and (ii) during the Series 2011-1 Controlled Amortization Period or the Series 2011-1 Rapid Amortization Period shall be deposited into the Series 2011-1 Collection Account and allocated in accordance with Section 2.2(b) or 2.2(c), as the case may be, of this Series Supplement to make principal payments in respect of the Series 2011-1 Notes.

 

(f)            Series 2011-1 Excess Collection Account.  Amounts deposited into the Series 2011-1 Excess Collection Account on any Series 2011-1 Deposit Date shall be applied in the following order of priority (i) first, withdrawn and deposited in the Class A/B Reserve Account in an amount up to the excess, if any, of the Class A/B Required Reserve Account Amount for such date over the Class A/B Available Reserve Account Amount for such date, (ii) second, used to pay the principal amount of other Series of Notes that are then required to be paid or, at the option of HVF, to pay the principal amount of other Series of Notes that may be paid under the Indenture and (iii) third, any remaining funds may be released to HVF, provided that the application of such funds pursuant to clauses (ii) and (iii) above may only be made if no Class A/B Enhancement Deficiency or other Amortization Event with respect to the Series 2011-1 Notes would result therefrom or exist immediately thereafter.  Notwithstanding the foregoing, on the first day of each Series 2011-1 Controlled Amortization Period and, subject to the proviso in Section 2.2(b)(ii)(A) and 2.2(b)(ii)(B), on the first Business Day of each Series 2011-1 Amortization Principal Collection Period during each Series 2011-1 Controlled Amortization Period thereafter, or, if earlier, on the first day of the Series 2011-1 Rapid Amortization Period, all funds on deposit in the Series 2011-1 Excess Collection Account will be withdrawn from the Series 2011-1 Excess Collection Account and deposited into the Series 2011-1 Collection Account and applied in accordance with Section 2.2(b)(ii) or 2.2(c)(ii), as the case may be, of this Series Supplement.

 

Section 2.3.            Application of Interest Collections.

 

(a)           [Reserved]

 

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(b)           Note Interest with respect to the Series 2011-1 Notes.  On the fourth Business Day prior to each Payment Date, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to the amount to be withdrawn from the Series 2011-1 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections allocable to the Series 2011-1 Notes processed from but not including the Payment Date immediately preceding such Payment Date through and including the succeeding Payment Date in respect of (i) the Class A Monthly Interest for the Series 2011-1 Interest Period ending on the day preceding such succeeding Payment Date, (ii) the unpaid Class A Deficiency Amounts, if any, as of the preceding Payment Date (together with any accrued interest on such Class A Deficiency Amounts as calculated in accordance with Section 2.3(g) of this Series Supplement), (iii) the Class B Monthly Interest for the Series 2011-1 Interest Period ending on the day preceding such succeeding Payment Date and (iv) the unpaid Class B Deficiency Amounts, if any, as of the preceding Payment Date (together with any accrued interest on such Class B Deficiency Amounts as calculated in accordance with Section 2.3(g) of this Series Supplement).  On or before 10:00 a.m. (New York City time) on the following Payment Date, the Trustee shall withdraw the amounts described in the first sentence of this Section 2.3(b) from the Series 2011-1 Accrued Interest Account and deposit such amounts into the Series 2011-1 Distribution Account.

 

(c)           Lease Payment Deficit Notice.  On or before 10:00 a.m. (New York City time) on each Payment Date, the Administrator shall notify the Trustee of the amount of any Series 2011-1 Lease Payment Deficit, such notification to be in the form of Exhibit C to this Series Supplement (each a “Lease Payment Deficit Notice”).

 

(d)           Withdrawals from the Class A/B Reserve Account.  If the Administrator determines on any Payment Date that the amounts available from the Series 2011-1 Accrued Interest Account are insufficient to pay the sum of the amounts described in clauses (i) through (iv) of Section 2.3(b) of this Series Supplement on such Payment Date, then the Administrator shall instruct the Trustee in writing to withdraw from the Class A/B Reserve Account and deposit in the Series 2011-1 Distribution Account on such Payment Date an amount equal to the lesser of (A) the Class A/B Available Reserve Account Amount and (B) such insufficiency.  The Trustee shall withdraw such amount from the Class A/B Reserve Account and deposit such amount in the Series 2011-1 Distribution Account.

 

(e)           Draws on Class A/B Letters of Credit.  If the Administrator determines on any Payment Date that there exists a Series 2011-1 Lease Interest Payment Deficit, then the Administrator shall instruct the Trustee in writing to draw on the Class A/B Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the least of (x) such Series 2011-1 Lease Interest Payment Deficit, (y) the excess, if any, of the sum of the amounts described in clauses (i) through (iv) of Section 2.3(b) of this Series Supplement for such Payment Date over the amounts available from the Series 2011-1 Accrued Interest Account plus the amount withdrawn

 

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from the Class A/B Reserve Account pursuant to Section 2.3(d) of this Series Supplement, if any, on such Payment Date and (z) the Class A/B Letter of Credit Liquidity Amount on such Payment Date on the Class A/B Letters of Credit by presenting to each Class A/B Letter of Credit Provider a draft accompanied by a Class A/B Certificate of Credit Demand and shall cause the Class A/B LOC Credit Disbursements to be deposited in the Series 2011-1 Distribution Account on such Payment Date; provided, however, that if any Class A/B Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Class A/B Cash Collateral Account and deposit in the Series 2011-1 Distribution Account, an amount equal to the pro  rata portion of the lesser of (A) the Class A/B Cash Collateral Account Percentage on such Payment Date of the least of the amounts described in clauses (x), (y) and (z) above and (B) the aggregate Class A/B Available Cash Collateral Account Amount for all such Class A/B Cash Collateral Accounts on such Payment Date, calculated on the basis of the Class A/B Available Cash Collateral Account Amount for each such Class A/B Cash Collateral Account as of such Payment Date, and draw an amount equal to the remainder of such amount on the Class A/B Letters of Credit.

 

(f)            [Reserved]

 

(g)           Series 2011-1 Deficiency Amounts.  If the amounts described in Sections 2.3(b), (d), and (e) of this Series Supplement are insufficient to pay (i) the Class A Total Monthly Interest for any Payment Date, then payments of interest to the Class A Noteholders will be reduced on a pro rata basis by the amount of such deficiency or (ii) the Class B Total Monthly Interest for any Payment Date after payment of Class A Total Monthly Interest for such Payment Date, then payments of interest to the Class B Noteholders will be reduced on a pro rata basis by the amount of such deficiency.  The aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-1 Notes shall be referred to as the “Class A-1 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-2 Notes shall be referred to as the “Class A-2 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-1 Notes shall be referred to as the “Class B-1 Deficiency Amount” and the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-2 Notes shall be referred to as the “Class B-2 Deficiency Amount”.  Interest shall accrue on the Class A Deficiency Amount for each Class of Class A Notes at the applicable Class A Note Rate.  Interest shall accrue on the Class B Deficiency Amount for each Class of Class B Notes at the applicable Class B Note Rate.

 

(h)           Balance.  On the fourth Business Day prior to each Payment Date, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to pay on such Payment Date the balance (after making the payments required in Section 2.4 of this Series Supplement), if any, of the amounts available from the Series 2011-1 Accrued Interest Account as follows:

 

(i)            first, to pay the Administrator, in an amount equal to the Series 2011-1 Percentage as of the beginning of the Series 2011-1 Interest Period

 

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ending on the day preceding such Payment Date of the Monthly Administration Fee for such Series 2011-1 Interest Period;

 

(ii)           second, to pay the Trustee, in an amount equal to the Series 2011-1 Percentage as of the beginning of the Series 2011-1 Interest Period ending on the day preceding such Payment Date of the Trustee’s fees for such Series 2011-1 Interest Period;

 

(iii)          third, on a pro  rata basis, to pay any Indenture Carrying Charges (other than Indenture Carrying Charges provided for above) to the Persons to whom such amounts are owed, in an amount equal to the Series 2011-1 Percentage as of the beginning of the Series 2011-1 Interest Period ending on the day preceding such Payment Date of such Indenture Carrying Charges (other than Indenture Carrying Charges provided for above) for such Series 2011-1 Interest Period; and

 

(iv)          fourth, the balance, if any, shall be withdrawn from the Series 2011-1 Accrued Interest Account by the Trustee and (A) during the Series 2011-1 Revolving Period, deposited into the Series 2011-1 Excess Collection Account or (B) during the Series 2011-1 Controlled Amortization Period or the Series 2011-1 Rapid Amortization Period, deposited into the Series 2011-1 Collection Account and treated as Principal Collections.

 

(i)            Trustee Fees.  If, on any Payment Date after the occurrence and during the continuance of a Liquidation Event of Default or a Series 2011-1 Limited Liquidation Event of Default, (x) the funds available to pay the Trustee fees pursuant to Section 2.3(h)(ii) of this Series Supplement on such Payment Date are less than the amount payable to the Trustee thereunder on such Payment Date or (y) the funds available to pay the portion of the Indenture Carrying Charges payable to the Trustee pursuant to Section 2.3(h)(iii) of this Series Supplement on such Payment Date are less than the amount payable to the Trustee thereunder on such Payment Date, then the Administrator shall instruct the Trustee in writing to, and the Trustee shall, withdraw from the Class A/B Reserve Account and pay to itself on such Payment Date an amount equal to the least of (A) the Class A/B Available Reserve Account Amount on such Payment Date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such Payment Date), (B) the excess, if any, of (i) 0.70% of the Class A/B Required Asset Amount as of the date of the occurrence of such Liquidation Event of Default or Series 2011-1 Limited Liquidation Event of Default over (ii) the aggregate of the amounts previously withdrawn from the Class A/B Reserve Account under this Section 2.3(i) in respect of fees and other amounts due and owing to the Trustee and (C) such insufficiency.

 

Section 2.4.            Payment of Note Interest.

 

On each Payment Date, the Trustee, in accordance with Section 6.1 of the Base Indenture, shall pay to the Series 2011-1 Noteholders from the Series 2011-1

 

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Distribution Account the amount deposited in the Series 2011-1 Distribution Account pursuant to Section 2.3 of this Series Supplement the following amounts in the following order of priority.

 

(i)            first, to the Class A Noteholders, pro  rata, the Class A Total Monthly Interest for such Payment Date; and

 

(ii)           second, to the Class B Noteholders, pro  rata, the Class B Total Monthly Interest for such Payment Date.

 

Section 2.5.            Payment of Note Principal.

 

(a)           Monthly Payments During Series 2011-1 Controlled Amortization Period or Series 2011-1 Rapid Amortization Period.  Commencing with (i) the second Determination Date during the Three-Year Notes Controlled Amortization Period, and on each Determination Date thereafter during the Three-Year Notes Controlled Amortization Period, and (ii) the earlier of the second Determination Date during the Five-Year Notes Controlled Amortization Period and the first Determination Date during the Series 2011-1 Rapid Amortization Period, and on each Determination Date thereafter, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to the amount allocated to each Class of the Series 2011-1 Notes pursuant to Section 2.2(b)(ii) or Section 2.2(c)(ii) of this Series Supplement during the applicable Series 2011-1 Amortization Principal Collection Period, as the case may be, together with any amounts allocated to the Series 2011-1 Collection Account from the Series 2011-1 Excess Collection Account pursuant to Section 2.2(f) of this Series Supplement or allocated to the Series 2011-1 Collection Account pursuant to Section 2.2(e) or Section 2.3(h) of this Series Supplement, in each case, prior to such date and not previously deposited into the Series 2011-1 Distribution Account for payment to the Series 2011-1 Noteholders of the applicable Class of Series 2011-1 Notes, (w) any amounts to be withdrawn from the Class A/B Reserve Account  and deposited into the Series 2011-1 Distribution Account, (x) any amounts to be drawn on the Class A/B Letters of Credit (and/or withdrawn from any Class A/B Cash Collateral Account) and (y) the amount of any demand to be made under the Series 2011-1 Demand Note.  On each Payment Date during the Series 2011-1 Controlled Amortization Period or the Series 2011-1 Rapid Amortization Period, the Trustee shall withdraw such amounts allocated pursuant to Section 2.2(b)(ii) and Section 2.2(c)(ii) of this Series Supplement to pay principal of the Series 2011-1 Notes and deposit such amounts into the Series 2011-1 Distribution Account to be paid to the Series 2011-1 Noteholders of the applicable Class of Series 2011-1 Notes pursuant to Section 2.5(d) of this Series Supplement.

 

(b)           Class A/B Principal Deficit Amount.  If the Class A/B Principal Deficit Amount is greater than zero on any date, then the Administrator shall promptly provide written notice thereof to the Trustee.  On each Payment Date (other than the Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date) on which the Class A/B Principal Deficit Amount is greater than zero

 

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and, with respect to Section 2.5(b)(iv) of this Series Supplement, on any Payment Date during the Series 2011-1 Rapid Amortization Period on which a Series 2011-1 Lease Principal Payment Deficit exists, amounts shall be transferred to the Series 2011-1 Distribution Account as follows:

 

(i)            Class A/B Reserve Account Withdrawal.  If, on any Determination Date (other than the Determination Date related to the Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date) the Administrator determines that the Class A/B Principal Deficit Amount with respect to the next succeeding Payment Date will be greater than zero, then the Administrator shall instruct the Trustee in writing prior to 12:00 noon (New York City time) on the second Business Day prior to such Payment Date, to withdraw, and the Trustee shall withdraw, from the Class A/B Reserve Account an amount equal to the lesser of (x) such Class A/B Principal Deficit Amount and (y) the Class A/B Available Reserve Account Amount on such Payment Date (after giving effect to any withdrawals from the Class A/B Reserve Account anticipated to be made on such Payment Date pursuant to Section 2.3(d) of this Series Supplement), and deposit such withdrawal in the Series 2011-1 Distribution Account on such Payment Date.

 

(ii)           Demand Note Draw.  If the Administrator determines on any Determination Date (other than the Determination Date related to the Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date) that the Class A/B Principal Deficit Amount with respect to the next succeeding Payment Date (after giving effect to any withdrawals from the Class A/B Reserve Account on such Payment Date pursuant to Section 2.5(b)(i) of this Series Supplement and the application thereof pursuant to Section 2.5(d) of this Series Supplement on such Payment Date) will be greater than zero, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit I to this Series Supplement (each a “Demand Notice”) on Hertz for payment under the Series 2011-1 Demand Note in an amount equal to the lesser of (x) the excess of (A) such Class A/B Principal Deficit Amount over (B) the aggregate amount to be deposited in the Series 2011-1 Distribution Account in accordance with Section 2.5(b)(i) of this Series Supplement and (y) the Class A/B Letter of Credit Amount on such Business Day (after giving effect to any draws on the Class A/B Letters of Credit and/or withdrawals from any Class A/B Cash Collateral Accounts anticipated to be made on such Payment Date pursuant to Section 2.3(e) of this Series Supplement).

 

The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, deliver such Demand Notice to Hertz; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of 60 consecutive days) with respect to Hertz shall have

 

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occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz.  The Trustee shall cause the proceeds of any demand on the Series 2011-1 Demand Note to be deposited into the Series 2011-1 Distribution Account, and such proceeds shall be treated as Principal Collections.

 

(iii)          Class A/B Letter of Credit Draw.  If (1) the Trustee shall have delivered a Demand Notice as provided in Section 2.5(b)(ii) of this Series Supplement and Hertz shall have failed to pay to the Trustee or deposit into the Series 2011-1 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon (New York City time) on the Business Day following the making of the Demand Notice or (2) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, then the Trustee shall draw on the Class A/B Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the amount that Hertz failed to pay under the Series 2011-1 Demand Note or the amount that the Trustee failed to demand for payment thereunder, as the case may be, pursuant to Section 2.5(b)(ii) of this Series Supplement by presenting to each Class A/B Letter of Credit Provider a draft accompanied by a Class A/B Certificate of Unpaid Demand Note Demand; provided, however that if any Class A/B Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Class A/B Cash Collateral Account and deposit in the Series 2011-1 Distribution Account an amount equal to the pro  rata portion of the lesser of (x) the Class A/B Cash Collateral Account Percentage on such Business Day of the amount that Hertz failed to pay under the Series 2011-1 Demand Note or the amount that the Trustee failed to demand for payment thereunder and (y) the aggregate Class A/B Available Cash Collateral Account Amount (after giving effect to any withdrawals from any Class A/B Cash Collateral Account anticipated to be made on the related Payment Date pursuant to Section 2.3(e) of this Series Supplement) for all Class A/B Cash Collateral Accounts on such Business Day, calculated on the basis of such Class A/B Available Cash Collateral Account Amount for each such Class A/B Cash Collateral Account as of such Business Day, and draw an amount equal to the remainder of such amount on the Class A/B Letters of Credit. The Trustee shall deposit, or cause the deposit of, each Class A/B LOC Unpaid Demand Note Disbursement and the proceeds of any such withdrawal from each Class A/B Cash Collateral Account into the Series 2011-1 Distribution Account and such amounts shall be treated as Principal Collections.

 

(iv)          Series 2011-1 Lease Principal Payment Deficit.  If the Administrator determines on any Payment Date during the Series 2011-1 Rapid Amortization Period that the Class A/B Principal Deficit Amount on such Payment Date (after giving effect to any withdrawals from the Class A/B Reserve Account pursuant to Section 2.5(b)(i) of this Series Supplement, any draws on the

 

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Series 2011-1 Demand Note pursuant to Section 2.5(b)(ii) of this Series Supplement, and any draws on the Class A/B Letters of Credit and/or withdrawals from any Class A/B Cash Collateral Accounts pursuant to Section 2.5(b)(iii) of this Series Supplement, in each case for such Payment Date and the application thereof pursuant to Section 2.5(d) of this Series Supplement on such Payment Date) will be greater than zero, and there exists a Series 2011-1 Lease Principal Payment Deficit on such Payment Date, then the Administrator shall instruct the Trustee in writing prior to 10:30 a.m. (New York City time) on such Payment Date to draw on the Class A/B Letters of Credit, if any, in an amount equal to the least of (1) such Series 2011-1 Lease Principal Payment Deficit, (2) the Class A/B Letter of Credit Liquidity Amount as of such Payment Date (after giving effect to any draws on the Class A/B Letters of Credit and/or withdrawals from any Class A/B Cash Collateral Account with respect to such Payment Date pursuant to Section 2.3(e) and Section 2.5(b)(iii) of this Series Supplement), and (3) such remaining Class A/B Principal Deficit Amount.  Upon receipt of a notice by the Trustee from the Administrator in respect of a Series 2011-1 Lease Principal Payment Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Class A/B Letters of Credit by presenting to each Class A/B Letter of Credit Provider a draft accompanied by a Class A/B Certificate of Credit Demand and shall cause the Class A/B LOC Credit Disbursements to be deposited in the Series 2011-1 Distribution Account on such Payment Date; provided, however, that if any Class A/B Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Class A/B Cash Collateral Account and deposit in the Series 2011-1 Distribution Account an amount equal to the pro  rata portion of the lesser of (x) the Class A/B Cash Collateral Account Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the aggregate Class A/B Available Cash Collateral Account Amount (after giving effect to any withdrawals from any Class A/B Cash Collateral Account with respect to such Payment Date pursuant to Section 2.3(e) and Section 2.5(b)(iii) of this Series Supplement) for all such Class A/B Cash Collateral Accounts on such Payment Date, calculated on the basis of such Class A/B Available Cash Collateral Account Amount for each such Class A/B Cash Collateral Account as of such Payment Date, and draw an amount equal to the remainder of such amount on the Class A/B Letters of Credit.

 

(v)           Notwithstanding the foregoing, in the event that the Lessee files a petition for relief under Chapter 11 of the Bankruptcy Code and during the Series 2011-1 Rapid Amortization Period fails to make payments under the HVF Lease in amounts sufficient to pay the interest due on the Series 2011-1 Notes, amounts on deposit in the Class A/B Reserve Account may only be withdrawn and the Class A/B Letters of Credit will only be available to be drawn upon (and amounts on deposit in the Class A/B Cash Collateral Accounts may only be withdrawn) to pay principal of the Series 2011-1 Notes on any Payment Date, and

 

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the Trustee shall only withdraw or draw in an amount equal to the lesser of (i) the amount determined pursuant to Section 2.5(b)(i), Section 2.5(b)(iii) or Section 2.5(b)(iv) of this Series Supplement, as applicable, and (ii) the excess, if any, of (x) the Class A/B Liquidity Amount (after giving effect to any withdrawals from the Class A/B Reserve Account pursuant to Section 2.3(d) of this Series Supplement and any draws under the Class A/B Letters of Credit and/or withdrawals from any Class A/B Cash Collateral Account pursuant to Section 2.3(e) of this Series Supplement and, solely in the case of a draw under Section 2.5(b)(iv) of this Series Supplement, Section 2.5(b)(iii) of this Series Supplement, in each case on such Payment Date) as of such Payment Date over (y) the Class A/B Required Liquidity Amount as of such Payment Date (after giving effect to all anticipated reductions in the aggregate Principal Amount of the Series 2011-1 Notes on such Payment Date).

 

(c)           Legal Final Payment Dates.  The Class A-1 Principal Amount,  and the Class B-1 Principal Amount shall be due and payable on the Three-Year Notes Legal Final Payment Date and the Class A-2 Principal Amount and the Class B-2 Principal Amount shall be due and payable on the Five-Year Notes Legal Final Payment Date.  In connection therewith:

 

(i)            Class A/B Reserve Account Withdrawal.  (A) If on the Three-Year Notes Legal Final Payment Date the amount to be deposited in the Series 2011-1 Distribution Account for the related Series 2011-1 Amortization Principal Collection Period described in clause (v) of the first sentence of  Section 2.5(a) of this Series Supplement together with any amounts to be deposited in the Series 2011-1 Distribution Account in accordance with Section 2.5(b)(iv) of this Series Supplement on such Three-Year Notes Legal Final Payment Date will be less than the aggregate Principal Amount of the Three-Year Notes on the Three-Year Notes Legal Final Payment Date, then, prior to 10:30 a.m. (New York City time) on the second Business Day prior to the Three-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from the Class A/B Reserve Account, an amount equal to the least of (i) the Class A/B Available Reserve Account Amount on the Three-Year Notes Legal Final Payment Date (after giving effect to any withdrawals from the Class A/B Reserve Account pursuant to Section 2.3(d) of this Series Supplement anticipated to be made on such Three-Year Notes Legal Final Payment Date), (ii) the amount by which the Class A/B Liquidity Amount (after giving effect to any withdrawals from the Class A/B Reserve Account pursuant to Section 2.3(d) of this Series Supplement and any draws under the Class A/B Letters of Credit and/or withdrawals from each Class A/B Cash Collateral Account pursuant to Section 2.3(e) and Section 2.5(b)(iv) of this Series Supplement, in each case anticipated to be made on such Three-Year Notes Legal Final Payment Date) will exceed the Class A/B Required Liquidity Amount (after giving effect to all anticipated reductions in the aggregate Principal Amount of the Series 2011-1 Notes on such Three-Year Notes Legal Final Payment Date), in each case on such Three-Year

 

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Notes Legal Final Payment Date and (iii) such remaining Principal Amount of the Three-Year Notes, and deposit such withdrawn amounts in the Series 2011-1 Distribution Account on or prior to the Three-Year Notes Legal Final Payment Date.  The Trustee shall withdraw such amount from the Class A/B Reserve Account and deposit such amount in the Series 2011-1 Distribution Account on or prior to the Three-Year Notes Legal Final Payment Date.

 

(B) If on the Five-Year Notes Legal Final Payment Date, the amount to be deposited in the Series 2011-1 Distribution Account for the related Series 2011-1 Amortization Principal Collection Period described in clause (v) of the first sentence of Section  2.5(a) of this Series Supplement together with any amounts to be deposited in the Series 2011-1 Distribution Account in accordance with Section 2.5(b)(iv) of this Series Supplement on such Five-Year Notes Legal Final Payment Date will be less than the aggregate Principal Amount of the Series 2011-1 Notes on the Five-Year Notes Legal Final Payment Date, then, prior to 10:30 a.m. (New York City time) on the second Business Day prior to the Five-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from the Class A/B Reserve Account, an amount equal to the lesser of (i) the Class A/B Available Reserve Account Amount on the Five-Year Notes Legal Final Payment Date (after giving effect to any withdrawals from the Class A/B Reserve Account pursuant to Section 2.3(d) of this Series Supplement anticipated to be made on such Five-Year Notes Legal Final Payment Date) and (ii) such remaining Principal Amount of the Series 2011-1 Notes, and deposit such withdrawn amounts in the Series 2011-1 Distribution Account on or prior to the Five-Year Notes Legal Final Payment Date.  The Trustee shall withdraw such amounts from the Class A/B Reserve Account and deposit such amounts in the Series 2011-1 Distribution Account on or prior to the Five-Year Notes Legal Final Payment Date.

 

(ii)           Demand Note Draw.  If the amount to be deposited in the Series 2011-1 Distribution Account described in clause (v) of the first sentence of  Section 2.5(a) of this Series Supplement together with any amounts to be deposited therein in accordance with Section 2.5(b)(iv) and Section 2.5(c)(i) of this Series Supplement on any Legal Final Payment Date is less than (x) the aggregate Principal Amount of the Three-Year Notes on the Three-Year Notes Legal Final Payment Date or (y) the aggregate Principal Amount of the Five-Year Notes on the Five-Year Notes Legal Final Payment Date, as applicable, then, prior to 10:30 a.m. (New York City time) on the second Business Day prior to (I) the Three-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a Demand Notice to Hertz for payment under the Series 2011-1 Demand Note in an amount equal to the least of (i) such remaining Principal Amount of the Three-Year Notes, (ii) the amount by which the Class A/B Liquidity Amount (after giving effect to any withdrawals from the Class A/B Reserve Account pursuant to Section 2.3(d) of this Series Supplement and any draws under the

 

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Class A/B Letters of Credit and/or withdrawals from each Class A/B Cash Collateral Account pursuant to Section 2.3(e) and Section 2.5(b)(iv) of this Series Supplement, in each case anticipated to be made on such Three-Year Notes Legal Final Payment Date) will exceed the Class A/B Required Liquidity Amount (after giving effect to all anticipated reductions in the aggregate Principal Amount of the Series 2011-1 Notes on such Three-Year Notes Legal Final Payment Date), in each case on such Three-Year Notes Legal Final Payment Date, and (iii) the Class A/B Letter of Credit Amount as of such Business Day (after giving effect to any draws on the Class A/B Letters of Credit and/or withdrawals from any Class A/B Cash Collateral Account anticipated to be made on the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)  and  Section 2.5(b)(iv) of this Series Supplement), and (II) the Five-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a Demand Notice to Hertz for payment under the Series 2011-1 Demand Note in an amount equal to the lesser of (i) such remaining Principal Amount of the Series 2011-1 Notes and (ii) the Class A/B Letter of Credit Amount as of such Business Day (after giving effect to any draws on the Class A/B Letters of Credit and/or withdrawals from any Class A/B Cash Collateral Account anticipated to be made on the Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)  and  Section 2.5(b)(iv) of this Series Supplement).  The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding the applicable Legal Final Payment Date, deliver such Demand Notice to Hertz; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz.  The Trustee shall cause the proceeds of any demand on the Series 2011-1 Demand Note to be deposited into the Series 2011-1 Distribution Account on or prior to the applicable Legal Final Payment Date, and such proceeds shall be treated as Principal Collections for all purposes hereunder.

 

(iii)          Letter of Credit Draw.  If (1) the Trustee shall have delivered a Demand Notice as provided in Section 2.5(c)(ii) of this Series Supplement and Hertz shall have failed to pay to the Trustee or deposit into the Series 2011-1 Distribution Account the amount specified in such Demand Notice referred to in Section 2.5(c)(ii) of this Series Supplement in whole or in part by 12:00 noon (New York City time) on the Business Day following the making of the Demand Notice or (2) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, the Trustee shall draw on  the Class A/B Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day, an amount equal to the amount that Hertz failed to pay under the Series 2011-1 Demand Note (or the amount that the Trustee failed to demand 

 

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for payment thereunder) by presenting to each Class A/B Letter of Credit Provider a draft accompanied by a Class A/B Certificate of Unpaid Demand Note Demand; provided, however, that if any Class A/B Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Class A/B Cash Collateral Account and deposit in the Series 2011-1 Distribution Account an amount equal to the pro  rata portion of the lesser of (x) the Class A/B Cash Collateral Account Percentage of such Business Day of the amount that Hertz failed to pay under the Series 2011-1 Demand Note (or the amount that Hertz failed to demand for payment thereunder), and (y) the aggregate Class A/B Available Cash Collateral Account Amount (after giving effect to any withdrawals from any Class A/B Cash Collateral Account on the applicable related Legal Final Payment Date pursuant to Section 2.3(e)  and  Section 2.5(b)(iv) of this Series Supplement) for all such Class A/B Cash Collateral Accounts on such Business Day, calculated on the basis of such Class A/B Available Cash Collateral Account Amount for each such Class A/B Cash Collateral Account and draw an amount equal to the remainder of such amount on the Class A/B Letters of Credit.  The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class A/B Letters of Credit and the proceeds of any such withdrawal from each Class A/B Cash Collateral Account into the Series 2011-1 Distribution Account on or prior to the applicable Legal Final Payment Date and such proceeds shall be treated as Principal Collections.

 

(d)           Distribution.  On each Payment Date occurring on or after the date a withdrawal is made from the Series 2011-1 Collection Account pursuant to Section 2.5(a) of this Series Supplement or amounts are deposited into the Series 2011-1 Distribution Account pursuant to Section 2.5(b)  or Section 2.5(c) of this Series Supplement, the Trustee shall, in accordance with Section 6.1 of the Base Indenture, pay (i) first, the amount deposited in the Series 2011-1 Distribution Account for the payment of principal of the Series 2011-1 Notes (x) pro  rata to the applicable Class A Noteholders to the extent necessary to pay the applicable Class A Controlled Distribution Amount on any Payment Date during any Series 2011-1 Controlled Amortization Period or (y) pro  rata to all Class A Noteholders to the extent necessary to pay the Class A Principal Amount on any Payment Date during the Series 2011-1 Rapid Amortization Period and (ii) second, the excess, if any, of the amount deposited in the Series 2011-1 Distribution Account for the payment of principal of the Series 2011-1 Notes over the amount applied to make the payments required pursuant to clause (i) above, (x) pro  rata to the applicable Class B Noteholders to the extent necessary to pay the applicable Class B Controlled Distribution Amount on any Payment Date during any Series 2011-1 Controlled Amortization Period or (y) pro  rata to all Class B Noteholders to the extent necessary to pay the Class B Principal Amount on any Payment Date during the Series 2011-1 Rapid Amortization Period.

 

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Section 2.6.            The Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment.

 

If the Administrator fails to give notice or instructions to make any payment from or deposit into the Collection Account or any Series 2011-1 Series Account required to be given by the Administrator, at the time specified in the Administration Agreement or any other Related Document (including applicable grace periods), the Trustee shall make such payment or deposit into or from the Collection Account or such Series 2011-1 Series Account without such notice or instruction from the Administrator, provided that the Administrator, upon request of the Trustee, promptly provides the Trustee with all information necessary to allow the Trustee to make such a payment or deposit.  When any payment or deposit hereunder or under any other Related Document is required to be made by the Trustee at or prior to a specified time, the Administrator shall deliver any applicable written instructions with respect thereto reasonably in advance of such specified time.  If the Administrator fails to give instructions to draw on any Class A/B Letters of Credit required to be given by the Administrator, at the time specified in this Series Supplement, the Trustee shall draw on such Class A/B Letters of Credit without such instruction from the Administrator, provided that the Administrator, upon request of the Trustee, promptly provides the Trustee with all information necessary to allow the Trustee to draw on each such Class A/B Letter of Credit.

 

Section 2.7.            Class A/B Reserve Account.

 

(a)           Establishment of Class A/B Reserve Account.  HVF shall establish and maintain in the name of the Trustee for the benefit of the Class A/B Noteholders, an account (the “Class A/B Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class A/B Noteholders.  The Class A/B Reserve Account shall be an Eligible Deposit Account.  If the Class A/B Reserve Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class A/B Reserve Account is no longer an Eligible Deposit Account, establish a new Class A/B Reserve Account that is an Eligible Deposit Account.  If a new Class A/B Reserve Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class A/B Reserve Account into the new Class A/B Reserve Account.  Initially, the Class A/B Reserve Account will be established with the Trustee.

 

(b)           Administration of the Class A/B Reserve Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining the Class A/B Reserve Account to invest funds on deposit in the Class A/B Reserve Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Class A/B Reserve Account), unless any Permitted Investment held in the Class A/B Reserve Account is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any 

 

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Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Class A/B Reserve Account shall remain uninvested.

 

(c)           Earnings from Class A/B Reserve Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Class A/B Reserve Account shall be deemed to be on deposit therein and available for distribution unless previously distributed pursuant to the terms hereof.

 

(d)           Class A/B Reserve Account Constitutes Additional Collateral for Class A/B Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Class A/B Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Class A/B Noteholders, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class A/B Reserve Account, including any security entitlement with respect to financial assets credited thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class A/B Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class A/B Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all Proceeds of any and all of the foregoing, including cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class A/B Reserve Account Collateral”).

 

(e)           Class A/B Reserve Account Surplus. In the event that the Class A/B Reserve Account Surplus on any Payment Date is greater than zero, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class A/B Reserve Account an amount equal to the Class A/B Reserve Account Surplus and pay such amount to HVF.

 

(f)            Termination of Class A/B Reserve Account.  On or after the date on which the Series 2011-1 Notes are paid in full, the Trustee, in accordance with the written instructions of the Administrator shall withdraw from the Class A/B Reserve Account all remaining amounts on deposit therein and pay such amounts to HVF.

 

Section 2.8.            Class A/B Letters of Credit and Class A/B Cash Collateral Accounts.

 

(a)           Class A/B Cash Collateral Account Constitutes Additional Collateral for Class A/B Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Class A/B Notes, HVF hereby 

 

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grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Class A/B Noteholders, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) each Class A/B Cash Collateral Account, including any security entitlement with respect to financial assets credited thereto; (ii) all funds on deposit in each Class A/B Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class A/B Cash Collateral Accounts or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in each Class A/B Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for each Class A/B Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all Proceeds of any and all of the foregoing, including cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class A/B Cash Collateral Account Collateral”).

 

(b)           Class A/B Letter of Credit Expiration Date.  If prior to the date which is sixteen (16) Business Days prior to the then-scheduled Class A/B Letter of Credit Expiration Date with respect to any Class A/B Letter of Credit, excluding the amount available to be drawn under such Class A/B Letter of Credit but taking into account each substitute Class A/B Letter of Credit which has been obtained from a Class A/B Eligible Letter of Credit Provider, and is in full force and effect on such date, (i) the Class A/B Adjusted Enhancement Amount would be equal to or greater than the Class A/B Required Enhancement Amount and (ii) the Class A/B Adjusted Liquidity Amount would be equal to or greater than the Class A/B Required Liquidity Amount, then the Administrator shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class A/B Letter of Credit Expiration Date of such determination.  If prior to the date which is sixteen (16) Business Days prior to the then-scheduled Class A/B Letter of Credit Expiration Date with respect to any Class A/B Letter of Credit, excluding such Class A/B Letter of Credit but taking into account any substitute Class A/B Letter of Credit which has been obtained from a Class A/B Eligible Letter of Credit Provider, and is in full force and effect on such date, (i) the Class A/B Adjusted Enhancement Amount would be less than the Class A/B Required Enhancement Amount or (ii) the Class A/B Adjusted Liquidity Amount would be less than the Class A/B Required Liquidity Amount, then the Administrator shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class A/B Letter of Credit Expiration Date of (x) the greater of (A) the excess, if any, of the Class A/B Required Enhancement Amount over the Class A/B Adjusted Enhancement Amount, excluding such Class A/B Letter of Credit but taking into account any substitute Class A/B Letter of Credit which has been obtained from a Class A/B Eligible Letter of Credit Provider, and is in full force and effect on such date and (B) the excess, if any, of the Class A/B Required Liquidity Amount over the Class A/B Adjusted Liquidity Amount, excluding such Class A/B Letter of Credit but taking into account each substitute Class A/B Letter of Credit which has been obtained from a Class A/B Eligible Letter of Credit Provider,

 

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and is in full force and effect on such date, and (y) the amount available to be drawn on such expiring Class A/B Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw the lesser of the amounts set forth in clauses (x) and (y) above on such Class A/B Letter of Credit by presenting a draft accompanied by a Class A/B Certificate of Termination Demand and shall cause the Class A/B LOC Termination Disbursements to be deposited in the applicable Class A/B Cash Collateral Account.  If the Trustee does not receive the notice from the Administrator described above on or prior to the date that is fifteen (15) Business Days prior to each Class A/B Letter of Credit Expiration Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day draw the full amount of such Class A/B Letter of Credit by presenting a draft accompanied by a Class A/B Certificate of Termination Demand and shall cause the Class A/B LOC Termination Disbursements to be deposited in the applicable Class A/B Cash Collateral Account.

 

(c)           Class A/B Letter of Credit Providers.  The Administrator shall notify the Trustee in writing within one Business Day of becoming aware that the short-term debt credit rating of any Class A/B Letter of Credit Provider has fallen below “P-1” as determined by Moody’s or the long-term debt credit rating of any Class A/B Letter of Credit Provider has fallen below “A1” as determined by Moody’s (with respect to any Class A/B Letter of Credit Provider, a “Class A/B Downgrade Event”).  On the thirtieth (30th) day after the occurrence of a Class A/B Downgrade Event with respect to any Class A/B Letter of Credit Provider, the Administrator shall notify the Trustee in writing on such date of (i) the greater of (A) the excess, if any, of the Class A/B Required Enhancement Amount over the Class A/B Adjusted Enhancement Amount, excluding the available amount under the Class A/B Letter of Credit issued by such Class A/B Letter of Credit Provider, on such date and (B) the excess, if any, of the Class A/B Required Liquidity Amount over the Class A/B Adjusted Liquidity Amount, excluding the available amount under such Class A/B Letter of Credit, on such date and (ii) the amount available to be drawn on such Class A/B Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw on such Class A/B Letter of Credit in an amount equal to the lesser of the amount in clause (i) or clause (ii) of the immediately preceding sentence on such Business Day by presenting a draft accompanied by a Class A/B Certificate of Termination Demand and shall cause the Class A/B LOC Termination Disbursement to be deposited in the applicable Class A/B Cash Collateral Account.

 

(d)           Reductions in Stated Amounts of the Class A/B Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D of this Series Supplement, requesting a reduction in the stated amount of any 

 

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Class A/B Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Class A/B Letter of Credit Provider who issued such Class A/B Letter of Credit a Class A/B Notice of Reduction requesting a reduction in the stated amount of such Class A/B Letter of Credit in the amount requested in such notice effective on the date set forth in such notice provided that on such effective date, after giving effect to the requested reduction in the stated amount of such Class A/B Letter of Credit, (i) the Class A/B Adjusted Enhancement Amount will equal or exceed the Class A/B Required Enhancement Amount and (ii) the Class A/B Adjusted Liquidity Amount will equal or exceed the Class A/B Required Liquidity Amount.

 

(e)           Draws on the Class A/B Letters of Credit.  If there is more than one Class A/B Letter of Credit on the date of any draw on the Class A/B Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Section 2.8(b) or Section 2.8(c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class A/B Letter of Credit in an amount equal to the Class A/B Pro Rata Share of the Class A/B Letter of Credit Provider issuing such Class A/B Letter of Credit of the amount of such draw on the Class A/B Letters of Credit.

 

(f)            Establishment of Class A/B Cash Collateral Accounts.  On or prior to the date of any drawing under a Class A/B Letter of Credit pursuant to Section 2.8(b) or Section 2.8(c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Class A/B Noteholders, an account (each such account, a “Class A/B Cash Collateral Account”) for the deposit of any such draws, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class A/B Noteholders.  Each Class A/B Cash Collateral Account shall be an Eligible Deposit Account.  If any such Class A/B Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that such Class A/B Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class A/B Cash Collateral Account that is an Eligible Deposit Account.  If a new Class A/B Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class A/B Cash Collateral Account into the new Class A/B Cash Collateral Account.

 

(g)           Administration of the Class A/B Cash Collateral Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining each Class A/B Cash Collateral Account to invest funds on deposit in each Class A/B Cash Collateral Account from time to time in Permitted Investments.  Any investment of funds on deposit in a Class A/B Cash Collateral Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in a Class A/B Cash Collateral Account), unless any Permitted Investment held in such Class A/B Cash Collateral Account is held with the Trustee, in which case such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted 

 

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Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in a Class A/B Cash Collateral Account shall remain uninvested.

 

(h)           Earnings from Class A/B Cash Collateral Account.  All Class A/B Cash Collateral Account Interest and Earnings with respect to a Class A/B Cash Collateral Account shall be deemed to be on deposit therein and available for distribution unless previously distributed pursuant to the terms hereof.

 

(i)            Class A/B Cash Collateral Account Surplus.  In the event that the Class A/B Cash Collateral Account Surplus on any Payment Date is greater than zero, the Administrator may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator, shall, subject to the limitations set forth in this Section 2.8(i), withdraw on a pro  rata basis the amount specified by the Administrator, calculated on the basis of the Class A/B Available Cash Collateral Account Amount for each such Class A/B Cash Collateral Account, from each Class A/B Cash Collateral Account specified by the Administrator and apply such amount in accordance with the terms of this Section 2.8(i).  The aggregate amount of any such withdrawals from the Class A/B Cash Collateral Accounts shall be limited to the Class A/B Cash Collateral Account Surplus on such Payment Date.  Any amounts withdrawn from any Class A/B Cash Collateral Account shall be paid:  first, to the Class A/B Letter of Credit Providers, to the extent that there are unreimbursed Class A/B Disbursements due and owing to such Class A/B Letter of Credit Providers in respect of the Class A/B Letters of Credit, for application in accordance with the provisions of the respective Class A/B Letter of Credit Reimbursement Agreement and second, to HVF any remaining amounts.

 

(j)            Termination of Class A/B Cash Collateral Accounts.  Upon the termination of this Series Supplement in accordance with its terms, the Trustee, acting in accordance with the written instructions of the Administrator, after the prior payment of all amounts due and owing to the Class A/B Noteholders and payable from each Class A/B Cash Collateral Account as provided herein, shall withdraw from each such Class A/B Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant to Section 2.8(i) above) and shall pay such amounts, first, pro rata to the Class A/B Letter of Credit Providers, to the extent that there are unreimbursed Class A/B Disbursements due and owing to such Class A/B Letter of Credit Providers, for application in accordance with the provisions of the respective Class A/B Letter of Credit Reimbursement Agreement, and second, to HVF any remaining amounts.

 

Section 2.9.            Series 2011-1 Distribution Account.

 

(a)           Establishment of Series 2011-1 Distribution Account.  The Trustee shall establish and maintain in the name of the Trustee for the benefit of the Series 2011-1 Noteholders an account (the “Series 2011-1 Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the 

 

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benefit of the Series 2011-1 Noteholders.  The Series 2011-1 Distribution Account shall be an Eligible Deposit Account.  If the Series 2011-1 Distribution Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Series 2011-1 Distribution Account is no longer an Eligible Deposit Account, establish a new Series 2011-1 Distribution Account that is an Eligible Deposit Account.  If a new Series 2011-1 Distribution Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2011-1 Distribution Account into the new Series 2011-1 Distribution Account.  Initially, the Series 2011-1 Distribution Account will be established with the Trustee.

 

(b)           Administration of the Series 2011-1 Distribution Account.  The Administrator may instruct the institution maintaining the Series 2011-1 Distribution Account in writing to invest funds on deposit in the Series 2011-1 Distribution Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2011-1 Distribution Account), unless any Permitted Investment held in the Series 2011-1 Distribution Account is held with the Trustee, then such investment may mature on such Payment Date and such funds shall be available for withdrawal on or prior to such Payment Date.  All such Permitted Investments will be credited to the Series 2011-1 Distribution Account.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2011-1 Distribution Account shall remain uninvested.

 

(c)           Earnings from Series 2011-1 Distribution Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2011-1 Distribution Account shall be deemed to be on deposit and available for distribution unless previously distributed pursuant to the terms hereof.

 

(d)           Series 2011-1 Distribution Account Constitutes Additional Collateral for Series 2011-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2011-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2011-1 Noteholders all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2011-1 Distribution Account, including any security entitlement with respect to the financial assets credited thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2011-1 Distribution Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2011-1 Distribution Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all 

 

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interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2011-1 Distribution Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all Proceeds of any and all of the foregoing, including cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2011-1 Distribution Account Collateral”).

 

Section 2.10.          Trustee as Securities Intermediary.

 

(a)           The Trustee or other Person holding the Series 2011-1 Collection Account, the Series 2011-1 Excess Collection Account, the Series 2011-1 Accrued Interest Account, the Class A/B Reserve Account, the Class A/B Cash Collateral Accounts, or the Series 2011-1 Distribution Account (each a “Series 2011-1 Designated Account”) shall be the “Securities Intermediary” (as defined in Section 8-102 of the UCC in effect in the State of New York (the “New York UCC”) and a “bank” (as defined in Section 9-102 of the New York UCC), in such capacities, the “Securities Intermediary”).  If the Securities Intermediary in respect of any Series 2011-1 Designated Account is not the Trustee, HVF shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.10.

 

(b)           The Securities Intermediary agrees that:

 

(i)            The Series 2011-1 Designated Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the New York UCC in will be credited;

 

(ii)           All securities or other property underlying any Financial Assets credited to any Series 2011-1 Designated Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Series 2011-1 Designated Account be registered in the name of HVF, payable to the order of HVF or specially endorsed to HVF;

 

(iii)          All property delivered to the Securities Intermediary pursuant to this Series Supplement will be promptly credited to the appropriate Series 2011-1 Designated Account;

 

(iv)          Each item of property (whether investment property, security, instrument or cash) credited to a Series 2011-1 Designated Account shall be treated as a Financial Asset;

 

(v)           If at any time the Securities Intermediary shall receive any order from the Trustee directing transfer or redemption of any Financial Asset relating to the Series 2011-1 Designated Accounts, the Securities Intermediary 

 

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shall comply with such entitlement order without further consent by HVF or the Administrator;

 

(vi)          The Series 2011-1 Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement.  For purposes of the UCC, New York shall be deemed to the Securities Intermediary’s jurisdiction and the Series 2011-1 Designated Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York;

 

(vii)         The Securities Intermediary has not entered into, and until termination of this Series Supplement, will not enter into, any agreement with any other Person relating to the Series 2011-1 Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Series Supplement will not enter into, any agreement with HVF purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.10(b)(v) of this Series Supplement; and

 

(viii)        Except for the claims and interest of the Trustee and HVF in the Series 2011-1 Designated Accounts, the Securities Intermediary knows of no claim to, or interest in, the Series 2011-1 Designated Accounts or in any Financial Asset credited thereto.  If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 2011-1 Designated Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Trustee, the Administrator and HVF thereof.

 

(c)           The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2011-1 Designated Accounts and in all Proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2011-1 Designated Accounts.

 

Section 2.11.          [Reserved]

 

Section 2.12.          Series 2011-1 Demand Note Constitutes Additional Collateral for Series 2011-1 Notes.

 

(a)           In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2011-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2011-1 Noteholders, all of HVF’s right, title and interest in 

 

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and to the following (whether now or hereafter existing or acquired):  (i) the Series 2011-1 Demand Note; (ii) all certificates and instruments, if any, representing or evidencing the Series 2011-1 Demand Note; and (iii) all Proceeds of any and all of the foregoing, including cash. On the Series 2011-1 Closing Date, HVF shall deliver to the Trustee, for the benefit of the Series 2011-1 Noteholders, the Series 2011-1 Demand Note, endorsed in blank. The Trustee, for the benefit of the Series 2011-1 Noteholders, shall be the only Person authorized to make a demand for payment on the Series 2011-1 Demand Note.

 

(b)           Other than pursuant to a payment made upon a demand thereon by the Trustee, HVF shall not reduce the amount of the Series 2011-1 Demand Note or forgive amounts payable thereunder on any date so that the outstanding principal amount of the Series 2011-1 Demand Note after such reduction or forgiveness is less than the greater of (x) 0.50% of the Series 2011-1 Principal Amount as of such date and (y) the  Class A/B Letter of Credit Liquidity Amount as of such date.  Other than in connection with a reduction or forgiveness in accordance with the first sentence of this Section 2.12(b), or an increase in the stated amount of the Series 2011-1 Demand Note, HVF shall not agree, to any amendment of the Series 2011-1 Demand Note without first satisfying the Series 2011-1 Rating Agency Condition.

 

Section 2.13.          Subordination of Class B Notes.  Notwithstanding anything to the contrary contained herein or in any other Related Document, the Class B Notes will be subordinate in all respects to the Class A Notes.  No payments on account of interest with respect to the Class B Notes shall be made on any Payment Date until all payments of interest then due and payable with respect to the Class A Notes on such Payment Date (including, without limitation, all accrued interest, all Class A Deficiency Amounts and all interest accrued on such Class A Deficiency Amounts) has been paid in full. Further, no payments on account of principal with respect to the Class B Notes shall be made on any Payment Date until all payments of principal then due and payable with respect to the Class A Notes on such Payment Date have been paid in full; provided, however, that during the Three-Year Notes Controlled Amortization Period, payment of principal of the Class B-1 Notes can be made on any Payment Date after the applicable Class A-1 Controlled Distribution Amount on such Payment Date has been paid and before any payment of principal of the Class A-2 Notes has been made.

 

Section 2.14.          Subordination of Class C Notes.  Notwithstanding anything to the contrary contained herein or in any other Related Document, the Class C Notes, if issued, will be subordinate in all respects to the Class A Notes and the Class B Notes.  No payments on account of interest with respect to the Class C Notes shall be made on any Payment Date until all payments of interest then due and payable with respect to the Class A Notes and the Class B Notes on such Payment Date (including, without limitation, all accrued interest, all Class A Deficiency Amounts and Class B Deficiency Amounts and all interest accrued on such Class A Deficiency Amounts and Class B Deficiency Amounts) has been paid in full ; provided, that if any irrevocable letters of credit and/or reserve accounts are issued and/or established solely 

 

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for the benefit of the Class C Noteholders, any amounts available thereunder or therein may be applied to pay interest on the Class C Notes on any Payment Date notwithstanding that interest may not be paid in full on the Class A Notes and/or Class B Notes on such Payment Date.  Further, no payments on account of principal with respect to the Class C Notes shall be made on any Payment Date until all payments of principal then due and payable with respect to the Class A Notes and the Class B Notes on such Payment Date have been paid in full; provided, however, that during the Three-Year Notes Controlled Amortization Period, payment of principal of the Class C-1 Notes can be made on any Payment Date after the applicable Class A-1 Controlled Distribution Amount and the applicable Class B-1 Controlled Distribution Amount on such Payment Date has been paid and before any payment of principal of the Class A-2 Notes and the Class B-2 Notes has been made.

 

ARTICLE III

 

AMORTIZATION EVENTS

 

In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following shall be Amortization Events with respect to the Series 2011-1 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2011-1 Notes:

 

(a)           HVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 2011-1 Notes (other than the payments described in clauses (b) and (e) below) when the same becomes due and payable and such default continues for a period of five (5) Business Days;

 

(b)           HVF defaults in the payment of any principal of any Class of the Series 2011-1 Notes when the same becomes due and payable on the applicable Legal Final Payment Date;

 

(c)           a Class A/B Enhancement Deficiency shall exist and continue to exist for at least three (3) Business Days;

 

(d)           a Class A/B Liquidity Deficiency shall exist and continue to exist for at least three (3) Business Days;

 

(e)           (i) all principal of and interest on the Three-Year Notes is not paid in full on or before the Three-Year Notes Expected Final Payment Date or (ii) all principal of and interest on the Five-Year Notes is not paid in full on or before the Five-Year Notes Expected Final Payment Date;

 

(f)            the Class A/B Asset Amount shall be less than the Class A/B Required Asset Amount for at least three (3) Business Days;

 

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(g)           the Class A/B Reserve Account, the Class A/B Cash Collateral Account, the Series 2011-1 Excess Collection Account, or any HVF Exchange Account shall be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for a period of at least three (3) Business Days and either a Class A/B  Enhancement Deficiency or a Class A/B Liquidity Deficiency would result from excluding the amount on deposit in any such account that is subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days from the Class A/B Adjusted Enhancement Amount or the Class A/B Adjusted Liquidity Amount, in each case to the extent otherwise included in the calculation thereof;

 

(h)           the Trustee shall for any reason cease to have a valid and perfected first-priority security interest in the Series 2011-1 Collateral or any of the Lessee, HVF or any Affiliate of either so asserts in writing;

 

(i)            HVF fails to comply with any of its other agreements or covenants (other than any agreements or covenants relating solely to one or more Segregated Series of Notes) in the Series 2011-1 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 2011-1 Noteholders and continues to materially and adversely affect the interests of the Series 2011-1  Noteholders for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 2011-1 Notes; or

 

(j)            any representation (other than any representation relating solely to one or more Segregated Series of Notes) made by HVF in the Indenture or any other Related Document (other than any Related Document relating solely to one or more Segregated Series of Notes) is false and such false representation materially and adversely affects the interests of the Series 2011-1 Noteholders and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date that written notice thereof is given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 2011-1 Notes.

 

In the case of

 

(i)            any event described in clauses (a) through (h) above, an Amortization Event with respect to the Series 2011-1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2011-1 Noteholder or

 

(ii)           any event described in clauses (i) and (j) above, so long as such event is continuing, either the Trustee may, by written notice to HVF or the Required Noteholders with respect to the Series 2011-1 Notes may, by written 

 

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notice to HVF and the Trustee declare that an Amortization Event with respect to the Series 2011-1 Notes has occurred as of the date of the notice.

 

Subject to Section 12.2 of the Base Indenture, (A) the Class A/B Noteholders owning an aggregate Principal Amount of Class A Notes and Class B Notes in excess of 66-2/3% of the Class A/B Principal Amount, by notice to the Trustee, may waive any existing Potential Amortization Event or Amortization Event with respect to the Series 2011-1 Notes described in clauses (a) through (h) above, and (B) the Required Noteholders with respect to the Series 2011-1 Notes, by notice to the Trustee, may waive any existing Potential Amortization Event or Amortization Event with respect to the Series 2011-1 Notes described in clauses (i) and (j) above.  Upon any such waiver, such Potential Amortization Event shall cease to exist with respect to the Series 2011-1 Notes, and any Amortization Event with respect to the Series 2011-1 Notes arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Potential Amortization Event or impair any right consequent thereon.  The Trustee shall provide notice to each Rating Agency then-rating the Series 2011-1 Notes of any waiver pursuant to this provision.

 

Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2011-1 Notes described in clause (h) above shall be curable at any time.

 

ARTICLE IV

 

RESERVED

 

ARTICLE V

 

FORM OF CLASS A/B NOTES

 

Section 5.1.            Issuance of the Class A/B Notes.  The Class A/B Notes will be offered and sold by HVF on the Series 2011-1 Closing Date pursuant to the Class A/B Purchase Agreement.  The Class A/B Notes will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A) (“QIBs”) in reliance on Rule 144A and (B) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S.  The Class A/B Notes following their initial resale may be transferred to QIBs or purchasers in reliance on Regulation S in accordance with the procedures described herein.  The Class A/B Notes will be Book-Entry Notes and DTC will act as the Depository for the Class A/B Notes.  The provisions of the rules and procedures of DTC, the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and the “Customer Handbook” of Clearstream (the “Applicable Procedures”) shall be applicable to transfers of beneficial interests in the Class A/B Notes which are in the form of Class A/B Global Notes.

 

Section 5.2.            Restricted Global Notes.  Each Class of the Class A/B Notes offered and sold in their initial distribution on the Series 2011-1 Closing Date in

 

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reliance upon Rule 144A will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth with respect to the Class A Notes in Exhibits A-1-1 and  A-2-1 to this Series Supplement and with respect to the Class B Notes in Exhibit A-3-1 and A-4-1  to this Series Supplement, in each case registered in the name of Cede, as nominee of DTC, and deposited with BNY, as custodian of DTC (collectively, the “Restricted Global Notes”).  The aggregate initial principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of BNY, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of the corresponding class of Regulation S Global Notes or the Unrestricted Global Notes, as hereinafter provided.

 

Section 5.3.            Regulation S Global Notes and Unrestricted Global Notes.  Each Class of the Class A/B Notes offered and sold on the Series 2011-1 Closing Date in reliance upon Regulation S will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the forms set forth with respect to the Class A Notes in  Exhibits A-1-2 and  A-2-2  to this Series Supplement and with respect to the Class B Notes in Exhibit A-3-2 and A-4-2 to this Series Supplement, in each case registered in the name of Cede, as nominee of DTC, and deposited with BNY, as custodian of DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear and Clearstream.  Until such time as the Restricted Period shall have terminated, such Class A/B Notes shall be referred to herein collectively as the “Regulation S Global Notes”.  After such time as the Restricted Period shall have terminated with respect to any Class A/B Note, such Class A/B Notes shall be exchangeable, in whole or in part, for interests in one or more permanent global notes in registered form without interest coupons, substantially in the forms set forth with respect to the Class A Notes in Exhibits A-1-3 and A-2-3 to this Series Supplement and with respect to the Class B Notes in Exhibit A-3-3 and A-4-3 to this Series Supplement as hereinafter provided (collectively, the “Unrestricted Global Notes”).  The aggregate principal amount of the Regulation S Global Notes or the Unrestricted Global Notes may from time to time be increased or decreased by adjustments made on the records of BNY, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding Restricted Global Notes, as hereinafter provided.

 

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Section 5.4.            Transfer Restrictions.

 

(a)           A Class A/B Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such transfer to any such other Person may be registered; provided, however, that this Section 5.4(a) shall not prohibit any transfer of a Class A/BNote that is issued in exchange for a Class A/B Global Note in accordance with Section 2.13 of the Base Indenture and shall not prohibit any transfer of a beneficial interest in a Class A/B Global Note effected in accordance with the other provisions of this Section 5.4.

 

(b)           The transfer by a Class A/B Note Owner holding a beneficial interest in a Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding HVF as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

 

(c)           If a Class A/B Note Owner holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 5.4(c).  Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit F-1 to this Series Supplement given by the Class A/B Note Owner holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct BNY, as custodian of DTC, to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or

 

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Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

 

(d)           If a Class A/B Note Owner holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Unrestricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 5.4(d).  Upon receipt by the Registrar, at the office of the Registrar, of (A) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Unrestricted Global Note in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit F-2 to this Series Supplement given by the Class A/B Note Owner holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct BNY, as custodian of DTC, to reduce the principal amount of such Restricted Global Note, and to increase the principal amount of the Unrestricted Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Unrestricted Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

 

(e)           If a Class A/B Note Owner holding a beneficial interest in a Regulation S Global Note or an Unrestricted Global Note wishes at any time to exchange its interest in such Regulation S Global Note or such Unrestricted Global Note for an interest in the Restricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 5.4(e).  Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Restricted Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note, as the case may be, to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing

 

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information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) with respect to a transfer of a beneficial interest in such Regulation S Global Note (but not such Unrestricted Global Note), a certificate in substantially the form set forth in Exhibit F-3 to this Series Supplement given by such Class A/B Note Owner holding such beneficial interest in such Regulation S Global Note, the Registrar shall instruct BNY, as custodian of DTC, to reduce the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, and to increase the principal amount of the Restricted Global Note, by the principal amount of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in the Restricted Global Note having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, was reduced upon such exchange or transfer.

 

(f)            In the event that a Class A/B Global Note or any portion thereof is exchanged for Class A/B Notes other than Class A/B Global Notes, such other Class A/B Notes may in turn be exchanged (upon transfer or otherwise) for Class A/B Notes that are not Class A/B Global Notes or for a beneficial interest in a Class A/B Global Note (if any is then outstanding) only in accordance with such procedures, which shall be substantially consistent with the provisions of Sections 5.4(a) through Section 5.4(e) and Section 5.4(g) of this Series Supplement (including the certification requirement intended to ensure that transfers and exchanges of beneficial interests in a Class A/B Global Note comply with Rule 144A or Regulation S under the Securities Act, as the case may be) and any Applicable Procedures, as may be adopted from time to time by HVF and the Registrar.

 

(g)           Until the termination of the Restricted Period with respect to any Class A/B Note, interests in the Regulation S Global Notes representing such Class A/B Note may be held only through Clearing Agency Participants acting for and on behalf of Euroclear and Clearstream; provided, that this Section 5.4(g) shall not prohibit any transfer in accordance with Section 5.4(d) of this Series Supplement.  After the expiration of the Restricted Period, interests in the Unrestricted Global Notes may be transferred without requiring any certifications.

 

(h)           The Class A/B Notes shall bear the following legends to the extent indicated:

 

(i)            The Restricted Global Notes shall bear the following legend:

 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR

 

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WITH ANY STATE SECURITIES LAWS.  THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO HVF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A (A “QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF HVF, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.

 

(ii)           The Regulation S Global Notes shall bear the following legend:

 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  UNTIL 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS.  THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF HERTZ VEHICLE FINANCING LLC (“HVF”) THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO

 

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AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (3) TO HVF.

 

(iii)          The Class A/B Global Notes shall bear the following legends:

 

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

 

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO HVF OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

 

(iv)          The required legends set forth above shall not be removed from the applicable Class A/B Notes except as provided herein.  The legend required for a Restricted Note may be removed from such Restricted Note if there is delivered to HVF and the Registrar such satisfactory evidence, which may include an Opinion of Counsel as may be reasonably required by HVF that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Class A/B Note will not violate the registration requirements of the Securities Act.  Upon provision of such satisfactory evidence, the Trustee at the direction of HVF shall authenticate and deliver in exchange for such Restricted Note a Class A/B Note or Class A/B Notes having an equal aggregate principal amount that does not bear such legend.  If such a legend required for a Restricted Note has been removed from a Class A/B Note as provided above, no other Class A/B Note issued in exchange for all or any part of such Class A/B Note shall bear such legend, unless HVF has reasonable cause to believe that such other Class A/B Note is a “restricted security” within the meaning of Rule 144 under the Securities Act and instructs the Trustee to cause a legend to appear thereon.

 

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Section 5.5.            Definitive Notes.  No Class A/B Note Owner will receive a Definitive Note representing such Class A/B Note Owner’s interest in the Class A/B Notes other than in accordance with Section 2.13 of the Base Indenture.  Definitive Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

 

Section 5.6.            Class A/B Notes Held by HVF.  (a) For so long as any Class A Note is Outstanding, no Class B Note with a Principal Amount greater than zero that is owned by HVF or any of its Affiliates may be delivered to the Trustee for cancellation.

 

(b)      If HVF or any of its Affiliates shall become a Class A/B Noteholder or Class A/B Note Owner, then HVF shall promptly deliver written notice to the Trustee, which notice shall include the principal amount of the applicable Class A/B Notes and shall reference this Section 5.6(b).

 

(c)  Upon receipt of such written notice set forth in clause (b) above, the Trustee hereby agrees that it will not cancel the Class B Note identified in such written notice until it receives a subsequent notice that HVF or any of its Affiliates are no longer a Class A/B Noteholder or Class A/B Note Owner or the principal amount of such Class B Note is zero.

 

ARTICLE VI

 

GENERAL

 

Section 6.1.            Optional Redemption of Class A/B Notes.  (a) On any Payment Date, HVF may, at its option, redeem the Class A Notes or any Class of the Class A Notes, in whole but not in part, if on such Payment Date, in the case of a redemption of all of the Class A Notes, the Principal Amount of the Class A Notes is less than or equal to 10% of the aggregate Initial Principal Amount of the Class A Notes and, in the case of any Class of the Class A Notes, the Principal Amount of such Class of Class A Notes is less than or equal to 10% of the Initial Principal Amount of such Class of Class A Notes, as the case may be, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon with funds deposited in the Series 2011-1 Distribution Account for the payment of such redemption price.

 

(b)           On any Payment Date on which the Class A Notes are no longer Outstanding (after giving effect to all anticipated reductions in the Class A Principal Amount on such Payment Date), HVF may, at its option, redeem the Class B Notes or any Class of the Class B Notes, in whole but not in part, if on such Payment Date, in the case of a redemption of all of the Class B Notes, the Principal Amount of the Class B Notes is less than or equal to 10% of the aggregate Initial Principal Amount of the Class B Notes and, in the case of any Class of the Class B Notes, the Principal Amount of such Class of Class B Notes is less than or equal to 10% of the Initial Principal 

 

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Amount of such Class of Class B Notes, as the case may be, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon with funds deposited in the Series 2011-1 Distribution Account for the payment of such redemption price.

 

(c)           If HVF elects to redeem any Class of the Class A/B Notes pursuant to the provisions of Section 6.1(a) or (b) of this Series Supplement, it shall notify the Trustee in writing at least 15 days prior to the intended date of redemption of (i) such intended date of redemption, (ii) the applicable Class A/B Notes subject to redemption and (iii) the principal amount of the Class A/B Notes to be redeemed.  Upon receipt of a notice of redemption from HVF, the Trustee shall give notice of such redemption in the manner provided in Section 13.1 of the Base Indenture to the Class A/B Noteholders of the Class A/B Notes to be redeemed.  Such notice shall be given not less than 5 days prior to the intended date of redemption.

 

Section 6.2.            Information.  On or before the fourth Business Day prior to each Payment Date (unless otherwise agreed to by the Trustee), HVF shall cause the Administrator to furnish to the Trustee a Monthly Noteholders’ Statement with respect to the Series 2011-1 Notes, substantially in the form of Exhibit G to this Series Supplement, setting forth, inter alia, the following information:

 

(i)            the total amount available to be distributed to the Series 2011-1 Noteholders on such Payment Date;

 

(ii)           the amount of such distribution allocable to the payment of principal of each Class of the Series 2011-1 Notes;

 

(iii)          the amount of such distribution allocable to the payment of interest on each Class of the Series 2011-1 Notes;

 

(iv)          the Series 2011-1 Invested Percentage with respect to Interest Collections and with respect to Principal Collections for the period from and including the second Determination Date preceding such Payment Date to but excluding the Determination Date immediately preceding such Payment Date;

 

(v)           the Class A/B Enhancement Amount, the Class A/B Adjusted Enhancement Amount, the Class A/B Liquidity Amount and the Class A/B Adjusted Liquidity Amount, in each case, as of the close of business on the last day of the Related Month;

 

(vi)          whether, to the knowledge of the Administrator, any Lien exists on any of the Collateral (other than Permitted Liens);

 

(vii)         whether, to the knowledge of the Administrator, any Operating Lease Event of Default has occurred;

 

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(viii)        whether, to the knowledge of the Administrator, any Amortization Event or Potential Amortization Event with respect to the Series 2011-1 Notes has occurred;

 

(ix)           the Aggregate Asset Amount and the amount of the Aggregate Asset Amount Deficiency, if any, as of the close of business on the last day of the Related Month;

 

(x)            the Bankrupt Manufacturer Vehicle Amount, the Bankrupt Manufacturer Vehicle Percentage, the Capped Category 2 Manufacturer Program Vehicle Percentage, the Category 1 Manufacturer Eligible Program Vehicle Amount, the Category 1 Manufacturer Eligible Program Vehicle Percentage, the Category 1 Manufacturer Non-Eligible Program Vehicle Amount, the Category 1 Manufacturer Non-Eligible Program Vehicle Percentage, the Category 2 Manufacturer Eligible Program Vehicle Amount, the Category 2 Manufacturer Eligible Program Vehicle Percentage, the Category 2 Manufacturer Non-Eligible Program Vehicle Amount, the Category 2 Manufacturer Non-Eligible Program Vehicle Percentage, the Category 2 Manufacturer Program Vehicle Percentage, the Category 3 Manufacturer Vehicle Amount, the Manufacturer Eligible Program Vehicle Amount, the Manufacturer Non-Eligible Program Vehicle Amount, the Manufacturer Non-Eligible Vehicle Amount, the Non-Eligible Vehicle Amount, the Non-Program Vehicle Amount, the Non-Program Vehicle Percentage, and the Non-Eligible Manufacturer Amount as of the close of business on the last day of the Related Month;

 

(xi)           the Class A/B Highest Enhancement Percentage, the Class A/B Intermediate Enhancement Percentage, the Class A/B Lowest Enhancement Percentage, the Class A/B Intermediate Enhancement Vehicle Percentage and the Class A/B Required Enhancement Percentage as of the close of business on the last day of the Related Month and the Market Value Average and Non-Program Vehicle Measurement Month Average, and all calculations related thereto;

 

(xii)          the Class A/B Required Incremental Enhancement Amount, if any, as of the close of business on the last day of the Related Month;

 

(xiii)         the Class A/B Required Liquidity Amount, if any, as of the close of business on the last day of the Related Month, and whether a Class A/B Liquidity Deficiency existed and the amount thereof, in each case, as of the close of business on the last day of the Related Month;

 

(xiv)        the Class A/B Required Enhancement Amount as of the close of business on the last day of the Related Month, and whether a Class A/B Enhancement Deficiency existed and the amount thereof, in each case, as of the close of business on the last day of the Related Month;

 

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(xv)         the Class A/B Required Overcollateralization Amount, the Class A/B Overcollateralization Amount and the Class A/B Required Asset Amount, in each case, as of the close of business on the last day of the Related Month;

 

(xvi)        the Class A/B Required Reserve Account Amount and the Class A/B Available Reserve Account Amount,  in each case, as of the close of business on the last day of the Related Month;

 

(xvii)       the percentage, Manufacturer Eligible Program Vehicle Amount and rating of the related Manufacturer of all HVF Vehicles, with respect to each Manufacturer including such information grouped according to whether each such Manufacturer is a Category 1 Manufacturer, a Category 2 Manufacturer, or a Category 3 Manufacturer, as of the close of business on the last day of the Related Month which were Eligible Program Vehicles manufactured by such Manufacturer;

 

(xviii)      the percentage, Manufacturer Non-Eligible Program Vehicle Amount and rating of the related Manufacturer of all HVF Vehicles, with respect to each Manufacturer which is not an Eligible Program Manufacturer, as of the close of business on the last day of the Related Month which were Program Vehicles manufactured by such Manufacturer;

 

(xix)         the percentage, Manufacturer Non-Eligible Vehicle Amount and rating of the related Manufacturer of all HVF Vehicles, with respect to each Manufacturer, as of the close of business on the last day of the Related Month that were Non-Program Vehicles manufactured by such Manufacturer;

 

(xx)          the Class A/B Letter of Credit Liquidity Amount and the Class A/B Letter of Credit Amount, in each case, as of the close of business on the last day of the Related Month;

 

(xxi)         the Series 2011-1 Principal Amount, the Class A/B Principal Amount (if different from the Series 2011-1 Principal Amount), and the Class A/B Adjusted Principal Amount, in each case, as of such Payment Date;

 

(xxii)        the Series 2011-1 Manufacturer Amounts as of the close of business on the last day of the Related Month; and

 

(xxiii)       the Class A-1 Controlled Amortization Amount, Class A-2 Controlled Amortization Amount, Class B-1 Controlled Amortization Amount and/or Class B-2 Controlled Amortization Amount, as applicable, as of the close of business on the last day of the related Series 2011-1 Amortization Principal Collection Period.

 

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The Trustee shall provide to the Series 2011-1 Noteholders, or their designated agent copies of each Monthly Noteholders’ Statement.

 

Section 6.3.            Exhibits.  The following exhibits attached hereto supplement the exhibits included in the Indenture.

 


	
Exhibit A-1-1:
    	
Form of Restricted Global Class A-1 Note
    
	
Exhibit A-1-2:
    	
Form of Regulation S Global Class A-1 Note
    
	
Exhibit A-1-3:
    	
Form of Unrestricted Global Class A-1 Note
    
	
Exhibit A-2-1:
    	
Form of Restricted Global Class A-2 Note
    
	
Exhibit A-2-2:
    	
Form of Regulation S Global Class A-2 Note
    
	
Exhibit A-2-3:
    	
Form of Unrestricted Global Class A-2 Note
    
	
Exhibit A-3-1:
    	
Form of Restricted Global Class B-1 Note
    
	
Exhibit A-3-2:
    	
Form of Regulation S Global Class B-1 Note
    
	
Exhibit A-3-3:
    	
Form of Unrestricted Global Class B-1 Note
    
	
Exhibit A-4-1:
    	
Form of Restricted Global Class B-2 Note
    
	
Exhibit A-4-2:
    	
Form of Regulation S Global Class B-2 Note
    
	
Exhibit A-4-3:
    	
Form of Unrestricted Global Class B-2 Note
    
	
Exhibit B:
    	
Form of Class A/B Letter of Credit
    
	
Exhibit C:
    	
Form of Lease Payment Deficit Notice
    
	
Exhibit D:
    	
Form of Class A/B Letter of Credit Reduction Notice
    
	
Exhibit E:
    	
Reserved
    
	
Exhibit F-1:
    	
Form of Transfer Certificate
    
	
Exhibit F-2:
    	
Form of Transfer Certificate
    
	
Exhibit F-3:
    	
Form of Transfer Certificate
    
	
Exhibit G:
    	
Form of Monthly Noteholders’ Statement
    
	
Exhibit H:
    	
Form of Series 2011-1 Demand Note
    
	
Exhibit I:
    	
Form of Demand Notice
    
	
Exhibit J:
    	
Maximum Manufacturer Amounts
    




 

Section 6.4.            Ratification of Base Indenture.  As supplemented by this Series Supplement, the Base Indenture is in all respects ratified and confirmed and the Base Indenture as so supplemented by this Series Supplement shall be read, taken, and construed as one and the same instrument.

 

Section 6.5.            Notice to Rating Agencies.  The Trustee shall provide to each Rating Agency a copy of each notice to the Series 2011-1 Noteholders, Opinion of Counsel and Officer’s Certificate delivered to the Trustee pursuant to this Series Supplement or any other Related Document (other than any Related Documents relating solely to any Segregated Series of Notes).

 

Section 6.6.            [Reserved]

 

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Section 6.7.            Counterparts.  This Series Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

 

Section 6.8.            Governing Law.

 

THIS SERIES SUPPLEMENT, AND ALL MATTERS ARISING FROM OR IN ANY MANNER RELATING TO THIS SERIES SUPPLEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

Section 6.9.            Amendments.  This Series Supplement may be modified or amended from time to time in accordance with the terms of the Base Indenture, provided, that if, pursuant to the terms of the Base Indenture or this Series Supplement, the consent of the Required Noteholders with respect to the Series 2011-1 Notes is required for an amendment or modification of this Series Supplement, such requirement shall be satisfied if such amendment or modification is consented to by the Required Noteholders with respect to the Series 2011-1 Notes; provided, further, that, if the consent of the Required Noteholders with respect to the Series 2011-1 Notes is required for a proposed amendment or modification of this Series Supplement that does not adversely affect in any material respect one or more Classes of the Series 2011-1 Notes (as evidenced by an Officer’s Certificate to such effect), then such requirement shall be satisfied if such amendment or modification is consented to by the Class A/B Noteholders representing more than 50% of the aggregate Principal Amount of the Class A Notes and Class B Notes materially adversely affected by such amendment or modification (without the necessity of obtaining the consent of the Series 2011-1 Noteholders holding the Classes of the Series 2011-1 Notes not materially adversely affected by such amendment or modification); provided, further that, notwithstanding anything in Section 6.9 of this Series Supplement or Article XII of the Base Indenture, this Series Supplement may be amended to provide for the issuance of any Class C Notes in accordance with Section 6.12 without the consent of any Class A Noteholder or Class B Noteholder.  Any amendment to this Series Supplement  shall be subject to the satisfaction of the Series 2011-1 Rating Agency Condition.

 

Section 6.10.          Termination of Series Supplement.  This Series Supplement shall cease to be of further effect when (i) all Outstanding Series 2011-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2011-1 Notes which have been replaced or paid) to the Trustee for cancellation, (ii) HVF has paid all sums payable hereunder, and (iii) the Class A/B Letter of Credit Liquidity Amount and the Class A/B Letter of Credit Liquidity Amount is equal to zero.

 

Section 6.11.          Discharge of Indenture.  Notwithstanding anything to the contrary contained in the Base Indenture, so long as this Series Supplement shall be

 

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in effect in accordance with Section 6.10 of this Series Supplement, no discharge of the Indenture pursuant to Section 11.1(b) of the Base Indenture shall be effective as to the Series 2011-1 Notes without the consent of the Required Noteholders with respect to the Series 2011-1 Notes.

 

Section 6.12.          Issuances of Class C Notes.

 

(a)           No Class C Notes shall be issued on the Series 2011-1 Closing Date.  On any date during the Series 2011-1 Revolving Period, HVF may issue Class C-1 Notes and/or Class C-2 Notes, subject to the satisfaction of the following conditions precedent:

 

(i)            HVF and the Trustee shall have entered into an amendment to this Series Supplement providing (a) that each class of Class C Notes will bear a fixed rate of interest, determined on or prior to the Class C Notes Closing Date, (b) that the expected final payment date for the Class C-1 Notes, if any, will be the Three-Year Notes Expected Final Payment Date and that the expected final payment date for the Class C-2 Notes, if any, will be the Five-Year Notes Expected Final Payment Date, (c) that the principal amount of the Class C-1 Notes, if any, will be due and payable on the Three-Year Notes Legal Final Payment Date and that the principal amount of the Class C-2 Notes, if any, will be due and payable on the Five-Year Notes Legal Final Payment Date (d) that the controlled amortization period with respect to the Class C-1 Notes, if any, will be the Three-Year Notes Controlled Amortization Period and that the controlled amortization period with respect to the Class C-2 Notes, if any, will be the Five-Year Notes Controlled Amortization Period, and (e) payment mechanics with respect to the Class C Notes substantially similar to those with respect to the Class A Notes and the Class B Notes (other than as set forth below) and such other provisions with respect to the Class C Notes as may be required for such issuance;

 

(ii)           The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the proposed closing date for the issuance of the Class C Notes (each such closing date, a “Class C Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class C-1 Notes and/or Class C-2 Notes specified in such Company Request (such specified Class C Notes, the “Proposed Class C Notes”);

 

(iii)          If the Class C Notes Closing Date occurs after the commencement of the Three-Year Notes Controlled Amortization Period, no Class C-1 Notes shall be issued and if the Class C Notes Closing Date occurs after the commencement of the Five-Year Notes Controlled Amortization Period, no Class C-2 Notes shall be issued;

 

(iv)          The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class C

 

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Notes, by the Trustee and specifying the designation of each such Class or Classes of Proposed Class C Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of each Class of Proposed Class C Notes to be authenticated and the Note Rate with respect to such Class of Proposed Class C Notes;

 

(v)           The Trustee shall have received an Officer’s Certificate of HVF dated as of any Class C Notes Closing Date to the effect that:

 

(A)          no Amortization Event with respect to the Series 2011-1 Notes, Liquidation Event of Default, Series 2011-1 Limited Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default, Class A/B Enhancement Deficiency continuing or will occur as a result of the issuance of such Proposed Class C Notes,

 

(B)           all conditions precedent provided in this Series Supplement with respect to the authentication and delivery of such Proposed Class C Notes have been complied with, and

 

(C)           the issuance of Proposed Class C Notes and any related amendments to this Series Supplement and any Related Documents relating to the Series 2011-1 Notes will not reduce the availability of the Class A/B Enhancement Amount to support the payment of interest on or principal of the Class A Notes or the Class B Notes in an material respect;

 

(vi)          no amendments to this Series Supplement or any Related Documents relating to the Series 2011-1 Notes in connection with the issuance of the Proposed Class C Notes may provide for (a) the application of amounts available under the Class A/B Letters of Credit or the Class A/B Reserve Account to support the payment of interest on or principal of the Class C Notes while any Class A Notes or Class B Notes remain outstanding; provided, that such amendment may provide for the provision of irrevocable letters of credit and/or the establishment of a reserve account, in each case pledged solely for the benefit of the Class C Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the Class C Notes on any Payment Date notwithstanding that interest may not be paid in full on the Class A Notes and/or Class B Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class A/B Enhancement Amount to support the payment of interest on or principal of the Class A Notes or the Class B Notes in any material respect; (b) payment of interest to any Class C Notes on any Payment Date until all interest due on the Class A Notes and the Class B Notes on such Payment Date has been paid; (c) (i) during the Three-Year Notes Controlled Amortization Period, payment of principal of the Class C-1 Notes on any Payment Date until the Controlled Distribution Amount with respect to the Class A-1 Notes and the Class B-1 Notes on such Payment Date has been paid, (ii) during the Five-Year Notes Controlled Amortization Period, payment of

 

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principal of the Class C-2 Notes on any Payment Date until the Controlled Distribution Amount with respect to the Class A-2 Notes and the Class B-2 Notes on such Payment Date has been paid, and (iii) during the Series 2011-1 Rapid Amortization Period, payment of principal of the Class C Notes until the principal amount of the Class A Notes and the Class B Notes have been paid in full; (d) the reallocation of Principal Collections allocable to the Series 2011-1 Notes to pay interest on the Class C Notes while any Class A Notes or Class B Notes remain outstanding; (e) any voting rights in respect of the Class C Notes, for so long as any Class A Notes or Class B Notes are outstanding, other than with respect to amendments to the Indenture pursuant to Section 12.2(b)(i) or (ii) of the Base Indenture; and (f) the addition of any Amortization Event with respect to the Series 2011-1 Notes other than those related to payment defaults on the Class C Notes similar to those in respect of the Class A Notes and the Class B Notes and enhancement or liquidity deficiencies in respect of the credit enhancement supporting the Class C Notes similar to those in respect of the Class A Notes and the Class B Notes;

 

(vii)         the Trustee shall have received opinions of counsel substantially similar to those received in connection with the offering and sale of the Class A Notes and the Class B Notes, including without limitation, opinions to the effect that:

 

(A)          the issuance of the Proposed Class C Notes will not affect adversely the United States federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon on Opinion of Counsel) characterized as debt at the time of their issuance and HVF will not be classified as an association or as a publicly traded partnership taxable as a corporation for United States federal income tax purposes as a result of such issuance,

 

(B)           all conditions precedent provided for in the Base Indenture and this Series Supplement with respect to the authentication and delivery of the Proposed Class C Notes have been complied with, and

 

(C)           the Proposed Class C Notes have been duly authorized and executed and such Proposed Class C Notes (when authenticated and delivered in accordance with the provisions of the Base Indenture and this Series Supplement) and any amendments to this Series Supplement and any Related Documents relating to the Series 2011-1 Notes will constitute valid, binding and enforceable obligations of HVF, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity.

 

Section 6.13.          Confidential Information.  (a)  The Trustee and each Class A/B Note Owner agrees, by its acceptance and holding of a beneficial interest in a Series 2011-1 Note, to maintain the confidentiality of all Confidential Information in accordance with procedures adopted by such Series 2011-1 Noteholder in good faith to

 

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protect confidential information of third parties delivered to such person; provided that such person may deliver or disclose Confidential Information to: (i) such person’s directors, trustees, officers, employees, agents, attorneys, independent or internal auditors and affiliates who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 6.13; (ii) such person’s financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 6.13; (iii) any other Class A/B Note Owner; (iv) any person of the type that would be, to such person’s knowledge, permitted to acquire an interest in the Series 2011-1 Notes in accordance with the requirements of the Indenture to which such person sells or offers to sell any such interest in the Series 2011-1 Notes or any part thereof and that agrees to hold confidential the Confidential Information substantially in accordance with the terms of this Section 6.13 (or in accordance with such other confidentiality procedures as are acceptable to HVF); (v) any federal or state or other regulatory, governmental or judicial authority having jurisdiction over such person; (vi) the National Association of Insurance Commissioners or any similar organization, or any nationally-recognized rating agency that requires access to information about the investment portfolio or such person; (vii) any reinsurers or liquidity or credit providers that agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 6.13 (or in accordance with such other confidentiality procedures as are acceptable to HVF); (viii) any other person with the consent of HVF; or (ix) any other person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any law, rule, regulation, statute or order applicable to such person, (B) in response to any subpoena or other legal process upon prior notice to HVF (unless prohibited by applicable law or other requirement having the force of law), (C) in connection with any litigation to which such person is a party upon prior notice to HVF (unless prohibited by applicable law or other requirement having the force of law) or (D) if an Amortization Event with respect to the Series 2011-1 Notes has occurred and is continuing, to the extent such person may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under the Series 2011-1 Notes, the Indenture or any other Related Document; and provided, further, however, that delivery to any Class A/B Note Owner of any report or information required by the terms of the Indenture to be provided to such Class A/B Note Owner shall not be a violation of this Section 6.13.  Each Class A/B Note Owner, by its acceptance of a beneficial interest in the Series 2011-1 Notes, shall be deemed to have agreed, except as set forth in clauses (v), (vi) and (ix) above, that it shall use the Confidential Information for the sole purpose of making an investment in the Series 2011-1 Notes or administering its investment in the Series 2011-1 Notes.  In the event of any required disclosure of the Confidential Information by such Class A/B Note Owner, such Class A/B Note Owner shall be deemed to have agreed to use reasonable efforts to protect the confidentiality of the Confidential Information.

 

(b)           For the purposes of this Section 6.13, “Confidential Information” means information delivered to the Trustee or any Class A/B Note Owner by or on behalf

 

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of HVF in connection with and relating to the transactions contemplated by or otherwise pursuant to the Indenture and the Related Documents; provided that such term does not include information that: (i) was publicly known or otherwise known to the Trustee or any Class A/B Note Owner prior to the time of such disclosure; (ii) subsequently becomes publicly known through no act or omission by the Trustee, any Class A/B Note Owner or any person acting on behalf of the Trustee or Class A/B Note Owner; (iii) otherwise is known or becomes known to the Trustee or any Class A/B Note Owner other than (x) through disclosure by HVF or (y) as a result of a breach of fiduciary duty to HVF or a contractual duty to HVF; or (iv) is allowed to be treated as non-confidential by consent of HVF.

 

Section 6.14.          Trustee Has No Duty to Monitor Manufacturer Ratings.  In no event shall the Trustee (x) have any duty or responsibility to monitor the ratings of the Manufacturers or (y) be charged with knowledge of such ratings, unless a Trust Officer receives written notice of such ratings from HVF, Hertz or any Series 2011-1 Noteholder or otherwise has actual knowledge thereof.

 

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IN WITNESS WHEREOF, HVF and the Trustee have caused this Series Supplement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.

 

	
 
    	
HERTZ VEHICLE FINANCING LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ R. Scott Massengill
    
	
 
    	
 
    	
Name: Scott Massengill
    
	
 
    	
 
    	
Title:     Vice President and Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
THE BANK OF NEW YORK MELLON TRUST COMPANY,   N.A., as Trustee,
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ John D. Ask
    
	
 
    	
 
    	
Name: John D. Ask
    
	
 
    	
 
    	
Title:     Senior Associate
    


 

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