Exhibit 10.4


 


EXECUTED VERSION






 


HERTZ VEHICLE FINANCING III LLC,

as Issuer,


 


THE HERTZ CORPORATION,

as Administrator,


 


DEUTSCHE BANK AG, NEW YORK BRANCH,

as Program Agent,


 


CERTAIN COMMITTED NOTE PURCHASERS,


 


CERTAIN CONDUIT INVESTORS,


 


CERTAIN FUNDING AGENTS FOR THE INVESTOR GROUPS,


 


and


 


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

as Trustee and Securities Intermediary


 





 



 


SERIES 2021-A SUPPLEMENT


 


dated as of June 29, 2021


 


to


 


BASE INDENTURE


 


dated as of June 29, 2021


 







 



 






    


     


    

 


TABLE OF CONTENTS


 








	 	Page
	 	 
	Article I DEFINITIONS AND CONSTRUCTION 	2
	 	 	 
	 	Section 1.1.	Defined Terms and References	2
	 	Section 1.2.	Rules of Construction	2
	 	Section 1.3.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	3
	 	Section 1.4.	Required Series Noteholder	4
	 	 	 
	Article II INITIAL ISSUANCE; INCREASES AND DECREASES OF PRINCIPAL AMOUNT OF SERIES 2021-A NOTES 	4
	 	 	 
	 	Section 2.1.	Initial Purchase; Additional Series 2021-A Notes	4
	 	Section 2.2.	Advances	12
	 	Section 2.3.	Procedure for Decreasing the Principal Amount	19
	 	Section 2.4.	Funding Agent Register	20
	 	Section 2.5.	Reduction of Maximum Principal Amount	21
	 	Section 2.6.	Commitment Terms and Extensions of Commitments	23
	 	Section 2.7.	Timing and Method of Payment	24
	 	Section 2.8.	Legal Final Payment Date	25
	 	Section 2.9.	Delayed Funding Purchaser Groups	26
	 	 	 
	Article III INTEREST, FEES AND COSTS 	27
	 	 	 
	 	Section 3.1.	Interest and Interest Rates	27
	 	Section 3.2.	Fees	29
	 	Section 3.3.	Eurodollar Lending Unlawful	30
	 	Section 3.4.	Deposits Unavailable	30
	 	Section 3.5.	Increased or Reduced Costs, etc.	31
	 	Section 3.6.	Funding Losses	31
	 	Section 3.7.	Increased Capital Costs	32
	 	Section 3.8.	Taxes	33
	 	Section 3.9.	Series 2021-A Carrying Charges; Survival	34
	 	Section 3.10.	Minimizing Costs and Expenses and Equivalent Treatment	34
	 	Section 3.11.	Timing Threshold for Specified Cost Sections	35
	 	Section 3.12.	JPMorgan as Lender.	35
	 	 	 
	Article IV SERIES-SPECIFIC COLLATERAL 	35
	 	 	 
	 	Section 4.1.	Granting Clause	35
	 	Section 4.2.	Series 2021-A Accounts	36
	 	Section 4.3.	Trustee as Securities Intermediary	38
	 	Section 4.4.	Series 2021-A Interest Rate Caps	40



 






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	 	 	 	Page
	 	 	 	 
	 	Section 4.5.	Demand Notes	42
	 	Section 4.6.	Subordination	42
	 	Section 4.7.	Duty of the Trustee	43
	 	 	 
	Article V PRIORITY OF PAYMENTS 	43
	 	 	 
	 	Section 5.1.	Collections Allocation	43
	 	Section 5.2.	Application of Funds in the Series 2021-A Principal Collection Account	43
	 	Section 5.3.	Application of Funds in the Series 2021-A Interest Collection Account	45
	 	Section 5.4.	Series 2021-A Reserve Account Withdrawals	47
	 	Section 5.5.	Series 2021-A Letters of Credit and Series 2021-A Demand Notes	48
	 	Section 5.6.	Past Due Rental Payments	51
	 	Section 5.7.	Series 2021-A Letters of Credit and Series 2021-A L/C Cash Collateral Account	52
	 	Section 5.8.	Payment by Wire Transfer	55
	 	Section 5.9.	Certain Instructions to the Trustee	55
	 	Section 5.10.	HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment	56
	 	 	 
	Article VI REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING CONDITIONS 	56
	 	 	 
	 	Section 6.1.	Representations and Warranties	56
	 	Section 6.2.	Covenants	60
	 	Section 6.3.	Closing Conditions	68
	 	Section 6.4.	European Union Securitisation Risk Retention and United Kingdom Securitisation Risk Retention Representations and Undertaking	69
	 	Section 6.5.	Further Assurances	71
	 	 	 
	Article VII AMORTIZATION EVENTS 	72
	 	 	 
	 	Section 7.1.	Amortization Events	72
	 	Section 7.2.	Effects of Amortization Events	75
	 	 	 
	Article VIII FORM OF SERIES 2021-A NOTES 	76
	 	 	 
	 	Section 8.1.	Form of Series 2021-A Notes	76
	 	Section 8.2.	Uncertificated Notes	78
	 	 	 
	Article IX TRANSFERS, REPLACEMENTS AND ASSIGNMENTS 	79
	 	 	 
	 	Section 9.1.	Transfer of Series 2021-A Notes	79
	 	Section 9.2.	Replacement of Investor Group	81
	 	Section 9.3.	Assignments	85



 






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	 	Page
	 	 
	Article X THE PROGRAM AGENT 	90
	 	 	 
	 	Section 10.1.	Authorization and Action of the Program Agent	90
	 	Section 10.2.	Delegation of Duties	90
	 	Section 10.3.	Exculpatory Provisions	90
	 	Section 10.4.	Reliance	90
	 	Section 10.5.	Non-Reliance on the Program Agent and Other Purchasers	90
	 	Section 10.6.	The Program Agent in its Individual Capacity	91
	 	Section 10.7.	Successor Program Agent	91
	 	Section 10.8.	Authorization and Action of Funding Agents	91
	 	Section 10.9.	Delegation of Duties	92
	 	Section 10.10.	Exculpatory Provisions	92
	 	Section 10.11.	Reliance	92
	 	Section 10.12.	Non-Reliance on the Funding Agent and Other Purchasers	93
	 	Section 10.13.	The Funding Agent in its Individual Capacity	93
	 	Section 10.14.	Successor Funding Agent	93
	 	 	 
	Article XI GENERAL 	93
	 	 	 
	 	Section 11.1.	Optional Repurchase of the Series 2021-A Notes	93
	 	Section 11.2.	Information	95
	 	Section 11.3.	Confidentiality	95
	 	Section 11.4.	Payment of Costs and Expenses; Indemnification	96
	 	Section 11.5.	Ratification of Base Indenture	98
	 	Section 11.6.	[Reserved]	99
	 	Section 11.7.	Third Party Beneficiary	99
	 	Section 11.8.	Counterparts	99
	 	Section 11.9.	Governing Law	99
	 	Section 11.10.	Amendments	99
	 	Section 11.11.	Administrator to Act on Behalf of HVF III	102
	 	Section 11.12.	Successors	102
	 	Section 11.13.	Termination of Series Supplement	102
	 	Section 11.14.	Non-Petition	102
	 	Section 11.15.	Electronic Execution	103
	 	Section 11.16.	Additional UCC Representations	103
	 	Section 11.17.	Notices	103
	 	Section 11.18.	Credit Risk Retention	104



 






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	 	 	 	Page
	 	 	 	 
	 	Section 11.19.	Submission to Jurisdiction	104
	 	Section 11.20.	Waiver of Jury Trial	104
	 	Section 11.21.	USA Patriot Act Notice	104
	 	Section 11.22.	Benchmark Replacement Setting	105
	 	Section 11.23.	Recognition of U.S. Special Resolution Regimes.	106
	 	Section 11.24.	Indemnity by Hertz	107



 






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(continued)


 


Page


 





EXHIBITS, SCHEDULES AND ANNEXES


 


	Schedule I	List of Defined Terms
	Schedule II	Class A Conduit Investors and Class A Committed Note Purchasers
	Schedule III	Series 2021-A Interest Rate Cap Amortization Schedule
	Schedule IV	Class B Conduit Investors and Class B Committed Note Purchasers
	Schedule V	Class RR Committed Note Purchaser
	Schedule VI	Initial Advances Following the Series 2021-A Closing Date
	Schedule VII	Monthly Noteholders’ Statement Information
	Schedule VIII	Conditions Subsequent to Funding
	Schedule IX	Financial Covenants Description
	 	 
	Exhibit A-1	Form of Series 2021-A Variable Funding Rental Car Asset Backed Note, Class A
	Exhibit A-2	Form of Series 2021-A Variable Funding Rental Car Asset Backed Note, Class B
	Exhibit A-3	Form of Series 2021-A Variable Funding Rental Car Asset Backed Note, Class RR
	 	 
	Exhibit B-1	Form of Demand Note
	Exhibit B-2	Form of Demand Notice
	Exhibit C	Form of Series 2021-A Letter of Credit Reduction Notice
	Exhibit D	Form of Lease Payment Deficit Notice
	Exhibit E-1	Form of Class A Purchaser’s Letter
	Exhibit E-2	Form of Class B Purchaser’s Letter Exhibit
	Exhibit E-3	Form of Class RR Purchaser’s Letter
	 	 
	Exhibit F	[Reserved]
	Exhibit G-1	Form of Class A Assignment and Assumption Agreement
	Exhibit G-2	Form of Class B Assignment and Assumption Agreement
	Exhibit G-3	Form of Class RR Assignment and Assumption Agreement
	 	 
	Exhibit H	Form of Class A Investor Group Supplement
	Exhibit I	Form of Series 2021-A Letter of Credit
	Exhibit J	Form of Class A Advance Request
	 	 
	 	 
	Exhibit K-1	Form of Class A Addendum
	Exhibit K-2	Form of Class B Addendum
	Exhibit L	Additional UCC Representations
	Exhibit M-1	Form of Class A Investor Group Maximum Principal Increase Addendum
	Exhibit M-2	Form of Class B Investor Group Principal Increase Addendum
	Exhibit M-3	Form of Class RR Principal Increase Addendum
	Exhibit N	Form of Required Invoice



 






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Page



 


	Exhibit O	Address Information
	Exhibit P	Form of Confirmation of Registration
	Exhibit Q	Form of Letter of Representation for Class B Noteholders



 






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SERIES 2021-A SUPPLEMENT,
dated as of June 29, 2021 (“Series 2021-A Supplement”), among HERTZ VEHICLE FINANCING III LLC, a special purpose limited
liability company established under the laws of Delaware (“HVF III ”), THE HERTZ CORPORATION, a Delaware corporation
(“Hertz” or, in its capacity as administrator with respect to the Series 2021-A Notes, the “Administrator”),
the several financial institutions that serve as committed note purchasers set forth on Schedule II hereto (each a “Class
A Committed Note Purchaser”), the several commercial paper conduits listed on Schedule II hereto (each a “Class
A Conduit Investor”), the financial institution set forth opposite the name of each Class A Conduit Investor, or if there is
no Class A Conduit Investor with respect to any Class A Investor Group, the Class A Committed Note Purchaser with respect to such Class
A Investor Group, on Schedule II hereto (with respect to such Class A Conduit Investor or Class A Committed Note Purchaser, the
 “Class A Funding Agent”), the several financial institutions that serve as committed note purchasers that may become
party hereto after the Series 2021-A Closing Date (each a “Class B Committed Note Purchaser”), the several commercial
paper conduits that may become party hereto after the Series 2021-A Closing Date (each a “Class B Conduit Investor”,
and together with the Class A Conduit Investor, the “Conduit Investors”), the financial institution set forth opposite
the name of each Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, the
Class B Committed Note Purchaser with respect to such Class B Investor Group, on Schedule IV as modified after the Series 2021-A
Closing Date for the issuance of the Class B Notes (with respect to such Class B Conduit Investor or Class B Committed Note Purchaser,
the “Class B Funding Agent”, and together with the Class A Funding Agent, the “Funding Agents”),
Hertz, as the Class RR committed note purchaser (the “Class RR Committed Note Purchaser” and together with the Class
A Committed Note Purchasers and the Class B Committed Note Purchasers, the “Committed Note Purchasers”), Deutsche Bank
AG, New York Branch, in its capacity as Program Agent for the Conduit Investors, the Committed Note Purchasers, and the Funding Agents
(the “Program Agent”), and The Bank of New York Mellon 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 Base Indenture, dated as of
June 29, 2021 (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”),
each between HVF III and the Trustee.


 


PRELIMINARY STATEMENT


 


WHEREAS, Section 2.2 (Notes
Issuable in Series) of the Base Indenture provides, among other things, that HVF III 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;


 


WHEREAS, subject to the terms
and conditions of this Series 2021-A Supplement, each Class A Conduit Investor may make Class A Advances from time to time and each Class
A Committed Note Purchaser is willing to commit to make Class A Advances from time to time, to fund purchases of Class A Principal Amounts
in an aggregate outstanding amount up to the Class A Maximum Investor Group Principal Amount for the related Class A Investor Group during
the Series 2021-A Revolving Period;


 


WHEREAS, subject to the terms
and conditions of this Series 2021-A Supplement, each Class B Committed Note Purchaser joining after the Series 2021-A Closing Date is
willing to commit to make an advance to fund an aggregate outstanding amount equal to the Class B Investor Group Principal Amount for
such Class B Investor Group (the “Class B Advance”);


 






    


     


    

 


WHEREAS, subject to the terms
and conditions of this Series 2021-A Supplement, the Class RR Committed Note Purchaser is willing to commit to make an advance on the
date hereof in an aggregate outstanding equal to the Class RR Principal Amount (the “Class RR Advance”);


 


WHEREAS, Hertz, in its capacity
as Administrator, has joined in this Series 2021-A Supplement to confirm certain representations, warranties and covenants made by it
in such capacity for the benefit of each Conduit Investor and each Committed Note Purchaser;


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby 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
the Series 2021-A Variable Funding Rental Car Asset Backed Notes. On and after the Series 2021-A Closing Date, three classes of Series
2021-A Variable Funding Rental Car Asset Backed Notes shall be authorized, one of which shall be referred to herein as the “Class
A Notes”, one of which shall be referred to herein as the “Class B Notes” and one of which shall be referred to herein
as the “Class RR Notes”. The Class A Notes and the Class RR Notes will be issued on the Series 2021-A Closing Date, and the
Class B Notes may be issued after the Series 2021-A Closing Date.


 


The Class A Notes, the Class
B Notes and the Class RR Notes are referred to herein as the “Series 2021-A Notes”.


 


Article
I


DEFINITIONS AND CONSTRUCTION


 


Section 1.1.         Defined
Terms and References. Capitalized terms used herein shall have the meanings assigned to such terms in Schedule I hereto, and
if not defined therein, shall have the meanings assigned thereto in the Base Indenture. All Article, Section or Subsection references
herein (including, for the avoidance of doubt, in Schedule I hereto) shall refer to Articles, Sections or Subsections of this
Series 2021-A Supplement, 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 2021-A
Notes and not to any other Series of Notes issued by HVF III .


 


Section 1.2.         Rules of Construction. In this Series 2021-A Supplement, including the preamble, recitals, attachments, schedules, annexes,
exhibits and joinders hereto unless the context otherwise requires:


 


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


 






    2


     


    

 


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


 


(c)         
reference to any Person includes such Person’s successors and assigns but, if applicable,
only if such successors and assigns are not prohibited by this Series 2021-A Supplement, and reference to any Person in a particular capacity
only refers to such Person in such capacity;


 


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


 


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


 


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


 


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


 


(h)         references to sections of the Code also refer to any successor sections; and


 


(i)          
the language used in this Series 2021-A Supplement will be deemed to be the language chosen by
the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party.


 


Section 1.3.          Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any
Series 2021-A Related Document, each party hereto acknowledges that any liability of any Funding Agent, Conduit Investor or Committed
Note Purchaser that is an Affected Financial Institution arising under any Series 2021-A Related Document, to the extent such liability
is unsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to
the Write-Down and Conversion Powers and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)         the application of any Write-Down and Conversion Powers to any such Covered Liability arising hereunder
which may be payable to it by any Funding Agent, Conduit Investor or Committed Note Purchaser that is an Affected Financial Institution;
and


 


(b)        
the effects of any Bail-In Action on any such Covered Liability, including, if applicable:


 


(i)          a
reduction in full or in part or cancellation of any such Covered Liability;


 


(ii)       
a conversion of all, or a portion of, such Covered Liability into shares or other instruments of ownership in such Affected Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares
or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability under this Agreement
or any other Series 2021-A Related Document; or


 






    3


     


    

 


(iii)        the
variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion Powers.


 


Notwithstanding anything to the contrary herein,
nothing contained in this Section 1.3 (Acknowledgement and Consent to Bail-In of Affected Financial Institutions) shall
modify or otherwise alter the rights or obligations with respect to any liability that is not a Covered Liability.


 


Upon the application of any Write-Down and Conversion
Powers to any Covered Liability, HVF III shall provide a written notice to the Series 2021-A Noteholders as soon as practicable regarding
such Write-Down and Conversion Powers to any Covered Liability. HVF III shall also deliver a copy of such notice to the Trustee for information
purposes.


 


The parties hereto waive, to the extent permitted
by law, any and all claims against the Trustee for, and agree not to initiate a suit against the Trustee in respect of, and agree that
the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case at the direction of HVF
III or any other party as permitted by the Indenture in connection with the application of any Write-Down and Conversion Powers to any
Covered Liability.


 


Section 1.4.          Required Series Noteholder. For purposes of Section 2.2 of the Base Indenture (Series Supplement for each Series
of Notes), the “Series Closing Date” shall be June 29, 2021 and the “Required Series Noteholders” shall be
the “Required Controlling Class Series 2021-A Noteholders.”


 


 


 


Article
II


 


INITIAL ISSUANCE; INCREASES AND DECREASES OF PRINCIPAL AMOUNT OF SERIES 2021-A NOTES


 


Section 2.1.          Initial Purchase; Additional Series 2021-A Notes.


 


(a)          Initial Purchase. On the terms and conditions set forth in this Series 2021-A Supplement,
HVF III will issue and will cause the Trustee to authenticate the initial Class A Notes and the initial Class RR Note on the Series 2021-A
Closing Date. HVF III will provide an instruction with respect to any Class B Notes issued after the Series 2021-A Closing Date.


 






    4


     


    

 


(b)         Additional Investor Groups. 


 


(i)          Additional
Class A Investor Groups. Subject only to compliance with this Section 2.1(b)(i) (Additional Class A Investor Groups),
Section 2.1(d)(i) (Conditions to Issuance of Additional Series 2021-A Notes) and Section 2.1(e)(i) (Class A Additional
Series 2021-A Notes Face and Principal Amount), on any Business Day during the Series 2021-A Revolving Period, HVF III from time
to time may increase the Class A Maximum Principal Amount by entering into a Class A Addendum with each member of a Class A Additional
Investor Group and the Class A Funding Agent with respect to such Class A Additional Investor Group, and upon execution of any such Class
A Addendum, such related Class A Funding Agent, the Class A Conduit Investors, if any, and the Class A Committed Note Purchasers in such
Class A Additional Investor Group shall become parties to this Series 2021-A Supplement from and after the date of such execution; provided
that, contemporaneously with any such increase, HVF III shall effect a pro rata increase in the Class RR Principal Amount
pursuant to Section 2.1(c)(iii) (Class RR Principal Increase). HVF III shall provide at least one (1) Business Day’s
prior written notice to each Class A Funding Agent party hereto as of the date of such notice, the Program Agent of any such addition,
setting forth (i) the names of the Class A Conduit Investors, if any, and the Class A Committed Note Purchasers that are members of such
Class A Additional Investor Group and the Class A Funding Agent with respect to such Class A Additional Investor Group, (ii) the Class
A Maximum Investor Group Principal Amount and the Class A Additional Investor Group Initial Principal Amount, in each case with respect
to such Class A Additional Investor Group, (iii) the Class A Maximum Principal Amount and each Class A Committed Note Purchaser’s
Class A Committed Note Purchaser Percentage in each case after giving effect to such addition and (iv) the desired effective date of
such addition. On the effective date of each such addition, the Program Agent shall revise Schedule II hereto in accordance with
the information provided in the notice described above relating to such addition.


 


(ii)         Additional
Class B Investor Groups. Subject only to compliance with this Section 2.1(b)(ii) (Additional Class B Investor Groups),
Section 2.1(d)(ii) (Conditions to Issuance of Additional Series 2021-A Notes) and Section 2.1(e)(ii) (Class B
Additional Series 2021-A Notes Face and Principal Amount), on any Business Day during the Series 2021-A Revolving Period, HVF III
from time to time may increase the Class B Principal Amount by entering into a Class B Addendum with each member of a Class B Additional
Investor Group and the Class B Funding Agent with respect to such Class B Additional Investor Group, and upon execution of any such Class
B Addendum, such related Class B Funding Agent, the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such
Class B Additional Investor Group shall become parties to this Series 2021-A Supplement from and after the date of such execution. HVF
III shall provide at least one (1) Business Day’s prior written notice to each Class B Funding Agent party hereto as of the date
of such notice, the Program Agent of any such addition, setting forth (i) the names of the Class B Conduit Investors, if any, and the
Class B Committed Note Purchasers that are members of such Class B Additional Investor Group and the Class B Funding Agent with respect
to such Class B Additional Investor Group, (ii) the Class B Investor Group Principal Amount to be funded by such Class B Additional Investor
Group and (iii) the desired effective date of such addition. On the effective date of each such addition, the Program Agent shall revise
Schedule IV hereto in accordance with the information provided in the notice described above relating to such addition.


 






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(c)         
Investor Group Maximum Principal Increase.


 


(i)         Class
A Investor Group Maximum Principal Increase. Subject only to compliance with this Section 2.1(c)(i) (Class A Investor Group
Maximum Principal Increase), Section 2.1(d)(i) (Conditions to Issuance of Additional Series 2021-A Notes) and Section
2.1(e)(i) (Class A Additional Series 2021-A Notes Face and Principal Amount), on any Business Day during the Series 2021-A
Revolving Period, HVF III and any Class A Investor Group and its related Class A Funding Agent, Class A Conduit Investors, if any, and
Class A Committed Note Purchasers may increase such Class A Investor Group’s Class A Maximum Investor Group Principal Amount and
effect a corresponding increase to the Class A Maximum Principal Amount (any such increase, a “Class A Investor Group Maximum
Principal Increase”) by entering into a Class A Investor Group Maximum Principal Increase Addendum; provided that, contemporaneously
with any such increase HVF III effects on a pro rata basis an increase in the Class RR Principal Amount pursuant to Section
2.1(c)(iii). HVF III shall provide at least one (1) Business Day’s prior written notice to the Program Agent and each Class
A Funding Agent party hereto as of the date of such notice of any such increase, setting forth (i) the names of the Class A Funding Agent,
the Class A Conduit Investors, if any, and the Class A Committed Note Purchasers that are members of such Class A Investor Group, (ii)
the Class A Maximum Investor Group Principal Amount with respect to such Class A Investor Group, the Class A Maximum Principal Amount,
and each Class A Committed Note Purchaser’s Class A Committed Note Purchaser Percentage, in each case after giving effect to such
Class A Investor Group Maximum Principal Increase, (iii) the Class A Investor Group Maximum Principal Increase Amount in connection with
such Class A Investor Group Maximum Principal Increase, if any, and (iv) the desired effective date of such Class A Investor Group Maximum
Principal Increase. On the effective date of each Class A Investor Group Maximum Principal Increase, the Program Agent shall revise Schedule
II hereto in accordance with the information provided in the notice described above relating to such Class A Investor Group Maximum
Principal Increase, which revision, for the avoidance of doubt, shall not require the consent of the Trustee or any Series 2021-A Noteholder.


 


(ii)       
Class B Investor Group Principal Increase. Subject only to compliance with this Section
2.1(c)(ii) (Class B Investor Group Principal Increase), Section 2.1(d)(ii) (Conditions to Issuance of Additional
Series 2021-A Notes) and Section 2.1(e)(ii) (Class B Additional Series 2021-A Notes Face and Principal Amount), on any
Business Day during the Series 2021-A Revolving Period, HVF III and any Class B Investor Group and its related Class B Funding Agent,
Class B Conduit Investors, if any, and Class B Committed Note Purchasers may increase such Class B Investor Group’s Class B Investor
Group Principal Amount and effect a corresponding increase to the Class B Principal Amount (any such increase, a “Class B Investor
Group Principal Increase”) by entering into a Class B Investor Group Principal Increase Addendum provided that, contemporaneously
with any such increase HVF III effects on a pro rata basis an increase in the Class RR Principal Amount. HVF III shall provide
at least one (1) Business Day’s prior written notice to the Program Agent and each Class B Funding Agent party hereto as of the
date of such notice of any such increase setting forth (i) the names of the Class B Conduit Investors, if any, and the Class B Committed
Note Purchasers that are members of such Class B Investor Group and the Class B Funding Agent with respect to such Class B Investor Group,
(ii) the Class B Investor Group Principal Amount to be funded by such Class B Investor Group and (iii) the desired effective date of such
increase. On the effective date of each such addition, the Program Agent shall revise Schedule IV hereto in accordance with the
information provided in the notice described above relating to such Class B Investor Group Principal Increase, which revision, for the
avoidance of doubt, shall not require the consent of the Trustee or any Series 2021-A Noteholder.


 


(iii)        Class RR Principal Increase. Subject only to compliance with this Section 2.1(c)(iii)
(Class RR Principal Increase), Section 2.1(d)(iii) (Conditions to Issuance of Additional Series 2021-A Notes) and
Section 2.1(e)(iii) (Class RR Additional Series 2021-A Notes Face and Principal Amount), on any Business Day during the
Series 2021-A Revolving Period, HVF III and the Class RR Committed Note Purchaser may increase the Class RR Principal Amount (any such
increase, a “Class RR Principal Increase”) by entering into a Class RR Principal Increase Addendum. HVF III shall provide
at least one (1) Business Day’s prior written notice to the Class RR Committed Note Purchaser and the Program Agent of any such
increase, setting forth (i) the Class RR Principal Amount after giving effect to such Class RR Principal Increase, (ii) the Class RR Principal
Increase Amount in connection with such Class RR Principal Increase and (iii) the desired effective date of such Class RR Principal Increase.
On the effective date of each Class RR Principal Increase, the Program Agent shall revise Schedule VII hereto in accordance with
the information provided in the notice described above relating to such Class RR Principal Increase, which revision, for the avoidance
of doubt, shall not require the consent of the Trustee or any Series 2021-A Noteholder.


 






    6


     


    

 


(d)         Conditions
to Issuance of Additional Series 2021-A Notes.


 


(i)        
In connection with the addition of a Class A Additional Investor Group or a Class A Investor Group
Maximum Principal Increase, additional Class A Notes (“Class A Additional Series 2021-A Notes”) may be issued subsequent
to the Series 2021-A Closing Date subject to the satisfaction of each of the following conditions:


 


A.         the
amount of such issuance of Class A Additional Series 2021-A Notes, if applicable, shall be equal to or greater than $2,500,000 and integral
multiples of $100,000 in excess thereof;


 


B.          no Amortization Event or Potential Amortization Event, in each case with respect to the Series
2021-A Notes has occurred and is continuing and such issuance and the application of any proceeds thereof, will not cause an Amortization
Event or Potential Amortization Event, in each case with respect to the Series 2021-A Notes; and


 


C.          all
representations and warranties set forth in Article VII (Representations and Warranties) of the Base Indenture and Article
VI (Representations and Warranties; Covenants; Closing Conditions) of this Series 2021-A Supplement shall be true and correct
with the same effect as if made on and as of such date (except to the extent such representations expressly relate to an earlier date).


 






    7


     


    





 


(ii)         
The initial issuance of Class B Notes shall be treated as an issuance of Class B Additional Series
2021-A Notes. In connection with the addition of a Class B Additional Investor Group or a Class B Investor Group Principal Increase, additional
Class B Notes (“Class B Additional Series 2021-A Notes”) may be issued subsequent to the Series 2021-A Closing Date
subject to the satisfaction of each of the following conditions:


 


A.          
the amount of such issuance of Class B Additional Series 2021-A Notes, if applicable, shall be
equal to or greater than $2,500,000 and integral multiples of $100,000 in excess thereof;


 


B.           
no Amortization Event or Potential Amortization Event, in each case with respect to the Series
2021-A Notes has occurred and is continuing and such issuance and the application of any proceeds thereof, will not cause an Amortization
Event or Potential Amortization Event, in each case with respect to the Series 2021-A Notes; and


 


C.          
all representations and warranties set forth in Article VII (Representations and Warranties)
of the Base Indenture and Article VI (Representations and Warranties; Covenants; Closing Conditions) of this Series 2021-A
Supplement shall be true and correct with the same effect as if made on and as of such date (except to the extent such representations
expressly relate to an earlier date).


 


(iii)         
In connection with a Class RR Principal Increase, additional Class RR Notes (“Class RR
Additional Series 2021-A Notes”) may be issued subsequent to the Series 2021-A Closing Date subject to the satisfaction of each
of the following conditions:


 


A.          
the amount of such issuance of Class RR Additional Series 2021-A Notes, if applicable, shall be
equal to or greater than $100,000 and integral multiples of $100,000 in excess thereof;


 


B.           
no Amortization Event or Potential Amortization Event, in each case with respect to the Series
2021-A Notes has occurred and is continuing and such issuance and the application of any proceeds thereof, will not cause an Amortization
Event or Potential Amortization Event, in each case with respect to the Series 2021-A Notes; and


 


C.          
all representations and warranties set forth in Article VII (Representations and Warranties)
of the Base Indenture and Article VI (Representations and Warranties; Covenants; Closing Conditions) of this Series 2021-A
Supplement shall be true and correct with the same effect as if made on and as of such date (except to the extent such representations
expressly relate to an earlier date).


 






    8 


     


    

 


(e)          
Additional Series 2021-A Notes Face and Principal Amount.


 


(i)           
Class A Additional Series 2021-A Notes Face and Principal Amount. Class A Additional Series
2021-A Notes shall bear a face amount equal to up to the Class A Maximum Investor Group Principal Amount with respect to the Class A Additional
Investor Group or, in the case of a Class A Investor Group Maximum Principal Increase, the Class A Maximum Investor Group Principal Amount
with respect to the related Class A Investor Group (after giving effect to such Class A Investor Group Maximum Principal Increase with
respect to such Class A Investor Group), as applicable, and initially shall be issued in a principal amount equal to the Class A Additional
Investor Group Initial Principal Amount, if any, with respect to such Class A Additional Investor Group and, in the case of a Class A
Investor Group Maximum Principal Increase, the sum of the amount of the related Class A Investor Group Maximum Principal Increase Amount
and the Class A Investor Group Principal Amount of such Class A Investor Group’s Class A Notes surrendered for cancellation in connection
with such Class A Investor Group Maximum Principal Increase. Upon the issuance of any such Class A Additional Series 2021-A Notes, the
Class A Maximum Principal Amount shall be increased by the Class A Maximum Investor Group Principal Amount for any such Class A Additional
Investor Group or the amount of any such Class A Investor Group Maximum Principal Increase, as applicable. No later than one Business
Day following any such Class A Investor Group Maximum Principal Increase, the Program Agent shall revise Schedule II to reflect
such Class A Investor Group Maximum Principal Increase, which revision, for the avoidance of doubt, shall not require the consent of the
Trustee or any Series 2021-A Noteholder.


 


(ii)          
Class B Additional Series 2021-A Notes Face and Principal Amount. Class B Additional Series
2021-A Notes shall bear a face amount equal the Class B Investor Group Principal Amount with respect to the Class B Additional Investor
Group or, in the case of a Class B Investor Group Principal Increase, the Class B Investor Group Principal Amount with respect to the
related Class B Investor Group (after giving effect to such Class B Investor Group Principal Increase with respect to such Class B Investor
Group), as applicable, and initially shall be issued in a principal amount equal to the Class B Additional Investor Group Principal Amount,
if any, with respect to such Class B Additional Investor Group and, in the case of a Class B Investor Group Principal Increase, the sum
of the amount of the related Class B Investor Group Principal Increase Amount and the Class B Investor Group Principal Amount of such
Class B Investor Group’s Class B Notes surrendered for cancellation in connection with such Class B Investor Group Principal Increase.
Upon the issuance of any such Class B Additional Series 2021-A Notes, the Class B Principal Amount shall be increased by the Class B Investor
Group Principal Amount for any such Class B Additional Investor Group or the amount of any such Class B Investor Group Principal Increase,
as applicable. No later than one Business Day following any such Class B Investor Group Principal Increase, the Program Agent shall revise
Schedule IV to reflect such Class B Investor Group Principal Increase, which revision, for the avoidance of doubt, shall not require
the consent of the Trustee or any Series 2021-A Noteholder.


 






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(iii)         
Class RR Additional Series 2021-A Notes Face and Principal Amount. Class RR Additional Series
2021-A Notes shall initially bear a face amount equal to the Class RR Principal Amount (after giving effect to any Class RR Principal
Increase), and in connection with any Class RR Principal Increase, shall be issued in a principal amount equal to the sum of the amount
of the related Class RR Principal Increase Amount and the Class RR Principal Amount of the Class RR Note surrendered for cancellation
in connection with such Class RR Principal Increase. Upon the issuance of any such Class RR Additional Series 2021-A Notes, the Class
RR Principal Amount shall be increased by the amount of such Class RR Principal Increase, as applicable. No later than one Business Day
following any such Class RR Principal Increase, the Program Agent shall revise Schedule V to reflect such Class RR Principal Increase,
which revision, for the avoidance of doubt, shall not require the consent of the Trustee or any Series 2021-A Noteholder.


 


(f)          
No Consents Required. Notwithstanding anything herein or in any other Series 2021-A Related
Document to the contrary, no consent of any existing Class A Investor Group or its related Class A Funding Agent, Class A Conduit Investors,
if any, Class A Committed Note Purchasers, any existing Class B Investor Group or its related Class B Funding Agent, Class B Conduit Investors,
if any, Class B Committed Note Purchasers, the Class RR Committed Note Purchaser or the Program Agent is required for HVF III to (i) enter
into a Class A Addendum or a Class B Addendum, (ii) cause each member of a Class A Additional Investor Group and its related Class A Funding
Agent to become parties to this Series 2021-A Supplement or cause each member of a Class B Additional Investor Group and its related Class
B Funding Agent to become parties to this Series 2021-A Supplement, (iii) increase the Class A Maximum Investor Group Principal Amount
with respect to any Class A Investor Group or increase the Class B Investor Group Principal Amount with respect to any Class B Investor
Group, (iv) increase the Class A Maximum Principal Amount, increase the Class B Principal Amount or increase the Class RR Principal Amount
or (v) modify Schedule II, Schedule IV or Schedule V in each case as set forth in this Section 2.1 (Initial
Purchase; Additional Series 2021-A Notes).


 


(g)           
Proceeds. Subject to the provisions set forth in Section 2.2(b), the proceeds from the initial issuance of the Class A Notes
and the Class RR Note shall be paid into the Series 2021-A Principal Collection Account and, subject to the satisfaction or waiver by
the Required Unanimous Controlling Class Series 2021-A Noteholders of the Conditions Subsequent to Funding, shall be applied on the Chapter
11 Exit Date to fund the purchase of Eligible Vehicles from Hertz Vehicles Financing LLC pursuant to the HVF Purchase Agreement and Hertz
Vehicles Interim Financing LLC pursuant to the HVIF Purchase Agreement or, if the Conditions Subsequent to Funding are not satisfied or
waived by the Required Unanimous Controlling Class Series 2021-A Noteholders, shall be returned to the Series 2021-A Noteholders, in either
case, in accordance with Section 2.2(b); provided that pending such payment or return on the Chapter 11 Exit Date, such proceeds shall
be held by the Trustee in the Series 2021-A Principal Collection Account in trust for the benefit of the Series 2021-A Noteholders. Proceeds
from the issuance of any Class A Additional Series 2021-A Notes, any Class B Additional Series 2021-A Notes and any Class RR Additional
Series 2021-A Notes following the Series 2021-A Closing Date shall be paid at the direction of HVF III.



 






    10 


     


    

 


(h)          
Series 2021-A Notes Issued on Series 2021-A Closing Date.


 


(i)           
Class A Notes. For each Class A Investor Group that requests its Class A Note be issued
as an Uncertificated Note, the Uncertificated Note for such Class A Investor Group shall be recorded in the Note Register by the Registrar.
On the Series 2021-A Closing Date, for each Class A Investor Group that does not request an Uncertificated Note, HVF III shall issue,
and shall cause the Trustee to authenticate, a Class A Note with respect to each Class A Investor Group. Any such definitive Class A Note
for each such Class A Investor Group shall:


 


A.          
bear a face amount as of the Series 2021-A Closing Date of up to the Class A Maximum Investor Group
Principal Amount with respect to such Class A Investor Group,


 


B.           
have an initial principal amount equal to the Class A Initial Investor Group Principal Amount with
respect to such Class A Investor Group,


 


C.           
be dated the Series 2021-A Closing Date,


 


D.           
be registered in the name of the respective Class A Funding Agent or its nominee, as agent for
the related Class A Conduit Investor, if any, and the related Class A Committed Note Purchaser, or in such other name as the respective
Class A Funding Agent may request in writing, 


 


E.            
be duly authenticated in accordance with the provisions of the Base Indenture and this Series 2021-A
Supplement; and 


 


F.            
be delivered to or at the written direction of the respective Class A Funding Agent contemporaneously
with the funding of the Class A Initial Advance Amount for such Class A Investor Group, by such Class A Investor Group.


 


(ii)          
Class B Notes. For each Class B Investor Group that does not request a definitive Class
B Note, the Uncertificated Note for such Class B Investor Group shall be recorded in the Note Register by the Registrar. On the Series
2021-A Closing Date, for each Class B Investor Group requesting a definitive Class B Note, HVF III shall issue, and shall cause the Trustee
to authenticate, a Class B Note for each Class B Investor. Any such definitive Class B Note for each such Class B Investor Group shall:


 


A.          
have a principal amount equal to the Class B Investor Group Principal Amount with respect to such
Class B Investor Group,


 


B.           
be dated the Series 2021-A Closing Date,


 


C.           
be registered in the name of the respective Class B Funding Agent or its nominee, as agent for
the related Class B Conduit Investor, if any, and the related Class B Committed Note Purchaser, or in such other name as the respective
Class B Funding Agent may request in writing, 


 






    11 


     


    

 


D.           
be duly authenticated in accordance with the provisions of the Base Indenture and this Series 2021-A
Supplement; and


 


E.            
be delivered to or at the written direction of the respective Class B Funding Agent contemporaneously
with the funding of the initial Class B Advance Amount for such Class B Investor Group, by such Class B Investor Group.


 


Section 2.2.          
Advances.


 


(a)          
Class A Advances.


 


(i)           
Class A Advance Requests. Subject to the terms of this Series 2021-A Supplement, including satisfaction of the Class A Funding
Conditions, the aggregate outstanding principal amount of the Class A Notes may be increased from time to time. On any Business Day during
the Series 2021-A Revolving Period, HVF III, subject to this Section 2.2(a) (Class A Advances), may, upon
two (2) Business Days’ prior written notice to the Trustee and the Class A Noteholders, increase the Class A Principal Amount
(such increase, including any increase resulting from a Class A Investor Group Maximum Principal Increase Amount or a Class A Additional
Investor Group Initial Principal Amount, is referred to as a “Class A Advance”), which increase shall be allocated
among the Class A Investor Groups in accordance with Section 2.2(a)(iv) (Class A Advance Allocations).


 


A.           Whenever
HVF III wishes a Class A Conduit Investor, or if there is no Class A Conduit Investor with respect to any Class A Investor Group, the
Class A Committed Note Purchaser with respect to such Class A Investor Group, to make a Class A Advance, HVF III shall notify the Program
Agent, the related Class A Funding Agent and the Trustee by providing written notice delivered to the Program Agent, the Trustee and
such Class A Funding Agent (with a copy of such notice delivered to the Class A Committed Note Purchasers) no later than 11:30 a.m. (New
York City time) on the second Business Day prior to the proposed Class A Advance (which notice may be combined with the notice delivered
pursuant to Section 2.1(b)(i) (Additional Class A Investor Groups), in the case of a Class A Advance in connection with
a Class A Additional Investor Group Initial Principal Amount, or pursuant to Section 2.1(c)(i) (Class A Investor Group Maximum
Principal Increase), in the case of a Class A Advance in connection with a Class A Investor Group Maximum Principal Increase Amount).
Each such notice shall be irrevocable and shall in each case refer to this Series 2021-A Supplement and specify the aggregate amount
of the requested Class A Advance to be made on such date; provided, however, if HVF III receives a Class A Delayed Funding
Notice in accordance with Section 2.2(a)(v) (Class A Delayed Funding Procedures) by 6:00 p.m. (New York time) on the second
Business Day prior to the date of any proposed Class A Advance, HVF III shall have the right to revoke the Class A Advance Request with
respect to the requested Class A Advance by providing the Program Agent and each Class A Funding Agent (with a copy to the Trustee and
each Class A Committed Note Purchaser) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. (New
York time) on the Business Day prior to the proposed date of such Class A Advance.


 






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B.           
Each Class A Funding Agent shall promptly advise its related Class A Conduit Investor, or if there
is no Class A Conduit Investor with respect to any Class A Investor Group, its related Class A Committed Note Purchaser, of any notice
given pursuant to Section 2.2(a)(i) (Class A Advance Requests) and, if there is a Class A Conduit Investor with respect
to any Class A Investor Group, shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date
of the Class A Advance), notify HVF III and the related Class A Committed Note Purchaser(s), whether such Class A Conduit Investor has
determined to make such Class A Advance.


 


(ii)          
Party Obligated to Fund Class A Advances. Upon HVF III’s request in accordance with
Section 2.2(a)(i) (Class A Advance Requests):


 


A.           each Class A Conduit Investor, if any, may fund Class A Advances (whether as a Class A Non-Delayed
Amount or a Class A Delayed Amount) from time to time during the Series 2021-A Revolving Period;


 


B.           
if any Class A Conduit Investor determines that it will not make a Class A Advance (whether as
a Class A Non-Delayed Amount or a Class A Delayed Amount) or any portion of a Class A Advance (whether as a Class A Non-Delayed Amount
or a Class A Delayed Amount), then such Class A Conduit Investor shall notify the Program Agent and the Class A Funding Agent with respect
to such Class A Conduit Investor, and each Class A Committed Note Purchaser with respect to such Class A Conduit Investor, subject to
Section 2.2(a)(v) (Class A Delayed Funding Procedures), shall fund its pro rata portion (by Class A Committed Note
Purchaser Percentage) of the Class A Commitment Percentage with respect to such Class A Investor Group of such Class A Advance (whether
as a Class A Non-Delayed Amount or a Class A Delayed Amount) not funded by such Class A Conduit Investor; and


 


C.          
if there is no Class A Conduit Investor with respect any Class A Investor Group, then the Class
A Committed Note Purchaser(s) with respect to such Class A Investor Group, subject to Section 2.2(a)(v) (Class A Delayed Funding
Procedures), shall fund Class A Advances (whether as a Class A Non-Delayed Amount or a Class A Delayed Amount) from time to time.


 






    13 


     


    

 


(iii)        
Class A Conduit Investor Funding. Each Class A Conduit Investor hereby agrees with respect
to itself that it will use commercially reasonable efforts to fund Class A Advances made by its Class A Investor Group through the issuance
of Class A Commercial Paper; provided that, (i) no Class A Conduit Investor will have any obligation to use commercially reasonable
efforts to fund Class A Advances made by its Class A Investor Group through the issuance of Class A Commercial Paper at any time that
the funding of such Class A Advance through the issuance of Class A Commercial Paper would be prohibited by the program documents governing
such Class A Conduit Investor’s commercial paper program, (ii) nothing herein is (or shall be construed) as a commitment by any
Class A Conduit Investor to fund any Class A Advance through the issuance of Class A Commercial Paper; provided further that, the
Class A Conduit Investors shall not, and shall not be obligated to, fund or pay any amount pursuant to this Series 2021-A Supplement unless
(i) the respective Class A Conduit Investor has received funds that may be used to make such funding or other payment and which funds
are not required to repay any of the commercial paper notes (“Class A CP Notes”) issued by such Class A Conduit Investor
when due and (ii) after giving effect to such funding or payment, either (x) such Class A Conduit Investor could issue Class A CP Notes
to refinance all of its outstanding Class A CP Notes (assuming such outstanding Class A CP Notes matured at such time) in accordance with
the program documents governing its commercial paper program or (y) all of the Class A CP Notes are paid in full. Any amount that a Class
A Conduit Investor does not pay pursuant to the operation of the second proviso of the preceding sentence shall not constitute a claim
(as defined in Section 101 of the Bankruptcy Code) against or obligation of such Class A Conduit Investor for any such insufficiency.


 


(iv)         
Class A Advance Allocations. HVF III shall allocate the proposed Class A Advance among the
Class A Investor Groups ratably by their respective Class A Commitment Percentages; provided that, in the event that one or more
Class A Additional Investor Groups become party to this Series 2021-A Supplement in accordance with Section 2.1(b)(i) (Additional
Class A Investor Groups) or one or more Class A Investor Group Maximum Principal Increases are effected in accordance with Section
2.1(c)(i) (Class A Investor Group Maximum Principal Increase), any Class A Additional Investor Group Initial Principal Amount
in connection with the addition of each such Class A Additional Investor Group, any Class A Investor Group Maximum Principal Increase
Amount in connection with each such Class A Investor Group Maximum Principal Increase, and each Class A Advance subsequent to any of the
foregoing shall be allocated solely to such Class A Additional Investor Groups and/or such Class A Investor Groups, as applicable, until
(and only until) the Class A Principal Amount is allocated ratably among all Class A Investor Groups (based upon each such Class A Investor
Group’s Class A Commitment Percentage after giving effect to each such Class A Investor Group or Class A Additional Investor Group
becoming party hereto and/or each such Class A Investor Group Maximum Principal Increase, as applicable); provided further that
on or prior to the Payment Date (or, if such Class A Investor Group or Class A Additional Investor Group becomes party hereto or such
Class A Investor Group Maximum Principal Increase occurs, in either case, after the Determination Date with respect to such Payment Date,
the second Payment Date) immediately following the date on which any such Class A Investor Group or Class A Additional Investor Group
becomes party hereto or a Class A Investor Group Maximum Principal Increase occurs, HVF III shall use commercially reasonable efforts
to request Class A Advances and/or effect Class A Voluntary Decreases to the extent necessary to cause (after giving effect to such Class
A Advances and Class A Voluntary Decreases) the Class A Principal Amount to be allocated ratably among all Class A Investor Groups (based
upon each such Class A Investor Group’s Class A Commitment Percentage after giving effect to such Class A Investor Group or Class
A Additional Investor Group becoming party hereto or such Class A Investor Group Maximum Principal Increase, as applicable).


 






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(v)          
Class A Delayed Funding Procedures.


 


A.          
A Class A Delayed Funding Purchaser, upon receipt of any notice of a Class A Advance pursuant to
Section 2.2(a)(i) (Class A Advance Requests), promptly (but in no event later than 6:00 p.m. (New York time) on the second
Business Day prior to the proposed date of such Class A Advance) may notify HVF III in writing (a “Class A Delayed Funding Notice”)
of its election to designate such Class A Advance as a delayed Class A Advance (such Class A Advance, a “Class A Designated Delayed
Advance”). If such Class A Delayed Funding Purchaser’s ratable portion of such Class A Advance exceeds its Class A Required
Non-Delayed Amount (such excess amount, the “Class A Permitted Delayed Amount”), then the Class A Delayed Funding Purchaser
also shall include in the Class A Delayed Funding Notice the portion of such Class A Advance (such amount as specified in the Class A
Delayed Funding Notice, not to exceed such Class A Delayed Funding Purchaser’s Class A Permitted Delayed Amount, the “Class
A Delayed Amount”) that the Class A Delayed Funding Purchaser has elected to fund on a Business Day that is on or prior to the
thirty-fifth (35th) day following the proposed date of such Class A Advance (such date as specified in the Class A Delayed Funding Notice,
the “Class A Delayed Funding Date”) rather than on the date for such Class A Advance specified in the related Class
A Advance Request.


 


B.           
If (A) one or more Class A Delayed Funding Purchasers provide a Class A Delayed Funding Notice
to HVF III specifying a Class A Delayed Amount in respect of any Class A Advance and (B) HVF III shall not have revoked the notice of
the Class A Advance by 10:00 a.m. (New York time) on the Business Day preceding the proposed date of such Class A Advance, then HVF III,
by no later than 11:30 a.m. (New York time) on the Business Day preceding the date of such proposed Class A Advance, may (but shall have
no obligation to) direct each Class A Available Delayed Amount Committed Note Purchaser to fund an additional portion of such Class A
Advance on the proposed date of such Class A Advance equal to such Class A Available Delayed Amount Committed Note Purchaser’s proportionate
share (based upon the relative Class A Committed Note Purchaser Percentage of such Class A Available Delayed Amount Committed Note Purchasers)
of the aggregate Class A Delayed Amount with respect to the proposed Class A Advance; provided that, (i) no Class A Available Delayed
Amount Committed Note Purchaser shall be required to fund any portion of its proportionate share of such aggregate Class A Delayed Amount
that would cause its Class A Investor Group Principal Amount to exceed its Class A Maximum Investor Group Principal Amount and (ii) any
Class A Conduit Investor, if any, in the Class A Available Delayed Amount Committed Note Purchaser’s Class A Investor Group may,
in its sole discretion, agree to fund such proportionate share of such aggregate Class A Delayed Amount.


 






    15 


     


    

 


C.           
Upon receipt of any notice of a Class A Delayed Amount in respect of a Class A Advance pursuant
to Section 2.2(a)(v)(B) (Class A Delayed Funding Procedures), a Class A Available Delayed Amount Committed Note Purchaser,
promptly (but in no event later than 6:00 p.m. (New York time) on the Business Day prior to the proposed date of such Class A Advance)
may notify HVF III in writing (a “Class A Second Delayed Funding Notice”) of its election to decline to fund a portion
of its proportionate share of such Class A Delayed Amount (such portion, the “Class A Second Delayed Funding Notice Amount”);
provided that, the Class A Second Delayed Funding Notice Amount shall not exceed the excess, if any, of (A) such Class A Available
Delayed Amount Committed Note Purchaser’s proportionate share of such Class A Delayed Amount over (B) such Class A Available Delayed
Amount Committed Note Purchaser’s Class A Required Non-Delayed Amount (after giving effect to the funding of any amount in respect
of such Class A Advance to be made by such Class A Available Delayed Amount Committed Note Purchaser or the Class A Conduit Investor in
such Class A Available Delayed Amount Committed Note Purchaser’s Class A Investor Group) (such excess amount, the “Class
A Second Permitted Delayed Amount”), and upon any such election, such Class A Available Delayed Amount Committed Note Purchaser
shall include in the Class A Second Delayed Funding Notice the Class A Second Delayed Funding Notice Amount.


 


(vi)         
Funding Class A Advances.


 


A.          
Subject to the other conditions set forth in this Section 2.2(a) (Class A Advances),
on the date of each Class A Advance, each Class A Conduit Investor and Class A Committed Note Purchaser(s) funding such Class A Advance
shall make available to HVF III its portion of the amount of such Class A Advance (other than any Class A Delayed Amount) by wire transfer
in U.S. dollars in same day funds to the Series 2021-A Principal Collection Account no later than 2:00 p.m. (New York City time) on the
date of such Class A Advance. Proceeds from any Class A Advance shall be deposited into the Series 2021-A Principal Collection Account.


 


B.           
A Class A Delayed Funding Purchaser that delivered a Class A Delayed Funding Notice in respect
of a Class A Delayed Amount shall be obligated to fund such Class A Delayed Amount on the related Class A Delayed Funding Date in the
manner set forth in the next succeeding sentence, irrespective of whether the Series 2021-A Commitment Termination Date shall have occurred
on or prior to such Class A Delayed Funding Date or HVF III would be able to satisfy the Class A Funding Conditions on such Class A Delayed
Funding Date. Such Class A Delayed Funding Purchaser shall (i) pay the sum of the Class A Second Delayed Funding Notice Amount related
to such Class A Delayed Amount, if any, to HVF III no later than 2:00 p.m. (New York time) on the related Class A Delayed Funding Date
by wire transfer in U.S. dollars in same day funds to the Series 2021-A Principal Collection Account, and (ii) pay the Class A Delayed
Funding Reimbursement Amount related to such Class A Delayed Amount, if any, on such related Class A Delayed Funding Date to each applicable
Class A Funding Agent in immediately available funds for the ratable benefit of the related Class A Available Delayed Amount Purchasers
that funded the Class A Delayed Amount on the date of the Advance related to such Class A Delayed Amount in accordance with Section
2.2(a)(v)(B) (Class A Delayed Funding Procedures), based on the relative amount of such Class A Delayed Amount funded by such
Class A Available Delayed Amount Purchaser on the date of such Class A Advance pursuant to Section 2.2(a)(v)(B) (Class A Delayed
Funding Procedures).


 






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(vii)        
Class A Funding Defaults. If, by 2:00 p.m. (New York City time) on the date of any Class
A Advance, one or more Class A Committed Note Purchasers in a Class A Investor Group (each, a “Class A Defaulting Committed Note
Purchaser,” and each Class A Committed Note Purchaser in the related Class A Investor Group that is not a Class A Defaulting
Committed Note Purchaser, a “Class A Non-Defaulting Committed Note Purchaser”) fails to make its portion of such Class
A Advance, available to HVF III pursuant to Section 2.2(a)(vi) (Funding Class A Advances) (the aggregate amount unavailable
to HVF III as a result of any such failure being herein called a “Class A Advance Deficit”), then the Class A Funding
Agent for such Class A Investor Group, by no later than 2:30 p.m. (New York City time) on the applicable date of such Class A Advance,
shall instruct each Class A Non-Defaulting Committed Note Purchaser in the same Class A Investor Group as the Class A Defaulting Committed
Note Purchaser to pay, by no later than 3:00 p.m. (New York City time), in immediately available funds, to the Series 2021-A Principal
Collection Account, an amount equal to the lesser of (i) such Class A Non-Defaulting Committed Note Purchaser’s pro rata portion
(based upon the relative Class A Committed Note Purchaser Percentage of such Class A Non-Defaulting Committed Note Purchasers) of the
Class A Advance Deficit and (ii) the amount by which such Class A Non-Defaulting Committed Note Purchaser’s pro rata portion
(by Class A Committed Note Purchaser Percentage) of the Class A Maximum Investor Group Principal Amount for such Class A Investor Group
exceeds the portion of the Class A Investor Group Principal Amount for such Class A Investor Group funded by such Class A Non-Defaulting
Committed Note Purchaser (determined after giving effect to all Class A Advances already made by such Class A Investor Group on such date).
Subject to Section 1.3 (Acknowledgement and Consent to Bail-In of Affected Financial Institutions), a Class A Defaulting
Committed Note Purchaser shall forthwith, upon demand, pay to the applicable Class A Funding Agent for the ratable benefit of the Class
A Non-Defaulting Committed Note Purchasers all amounts paid by each such Class A Non-Defaulting Committed Note Purchaser on behalf of
such Class A Defaulting Committed Note Purchaser, together with interest thereon, for each day from the date a payment was made by a Class
A Non-Defaulting Committed Note Purchaser until the date such Class A Non-Defaulting Committed Note Purchaser has been paid such amounts
in full, at a rate per annum equal to the sum of the Base Rate plus 0.50% per annum. For the avoidance of doubt, no Class A Delayed Funding
Purchaser that has provided a Class A Delayed Funding Notice in respect of a Class A Advance shall be considered to be in default of its
obligation to fund its Class A Delayed Amount or be treated as a Class A Defaulting Committed Note Purchaser hereunder unless and until
it has failed to fund the Class A Delayed Funding Reimbursement Amount or the Class A Second Delayed Funding Notice Amount on the related
Class A Delayed Funding Date in accordance with Section 2.2(a)(vi)(B) (Funding Class A Advances).


 






    17 


     


    

 


(b)          
Initial Advances on the Series 2021-A Closing Date. 


 


(i)          
Subject to the satisfaction or waiver by the Required Unanimous Controlling Class Series 2021-A Noteholders of the conditions precedent
set forth in Section 6.3 (Closing Conditions), on the Series 2021-A Closing Date, (i) each Class A Investor Group with respect
to which the entity listed on Schedule VI is a Class A Committed Note Purchaser shall pay or cause to be paid, in accordance with
Section 2.2(a) (Class A Advances), the amount specified opposite such Class A Committed Note Purchaser on Schedule VI
as if such specified amount was a Class A Advance and (ii) the Class RR Committed Note Purchaser shall pay or cause to be paid the amount
specified opposite the Class RR Committed Note Purchaser on Schedule V (the funding of such amounts, collectively, the “Initial
Advances”), in each case, to the Trustee for deposit into the Series 2021-A Principal Collection Account, and the Trustee shall
hold the proceeds of such Initial Advances on deposit in the Series 2021-A Principal Collection Account in trust for the Series 2021-A
Noteholders and shall not release such funds to, or as directed by, the Issuer. Until such time as the proceeds of the Initial Advances
are disbursed in accordance with the provisions of Section 2.2(b)(ii) or (iii), the proceeds of the Initial Advances shall
remain uninvested in the Series 2021-A Principal Collection Account.


 


(ii)          
On the Chapter 11 Exit Date, upon the satisfaction or waiver by the Required Unanimous Controlling Class Series 2021-A Noteholders
of the Conditions Subsequent to Funding, and written notice thereof by the Required Unanimous Class Controlling Series 2021-A Noteholders
to the Trustee, the Trustee shall promptly apply the proceeds of the Initial Advances to fund the purchase of Eligible Vehicles from Hertz
Vehicles Financing LLC pursuant to the HVF Purchase Agreement and Hertz Vehicles Interim Financing LLC pursuant to the HVIF Purchase Agreement,
on behalf of HVF III, pursuant to the written instructions delivered by HVF III (or the Administrator on its behalf) to the Trustee on
or prior to the Series 2021-A Closing Date.


 


(iii)         
Notwithstanding anything to the contrary in this Series 2021-A Supplement or any other Series 2021-A Related Document, if the Required
Unanimous Class Controlling Series 2021-A Noteholders have not provided notice to the Trustee that the Conditions Subsequent to Funding
have been satisfied or waived by the Required Unanimous Controlling Class Series 2021-A Noteholders on or before 8:30 a.m. (New York City
time) on the Chapter 11 Exit Date, the Trustee is hereby directed to, and shall, promptly, but not later than 12:00 noon (New York City
time) on the Chapter 11 Exit Date, return to each Series 2021-A Noteholder the amount funded by such Series 2021-A Noteholder with its
Initial Advances, together with a pro rata share of any accrued interest thereon at the Class A Note Rate, Class B Note Rate or Class
RR Note Rate, as applicable, unless otherwise directed in writing by the Required Unanimous Controlling Class Series 2021-A Noteholders.


 


(iv)         
HVF III agrees and acknowledges that it has no right to, and disclaims any interest in, the funds held in the Series 2021-A Principal
Account on the Chapter 11 Exit Date unless and until the conditions set forth on Schedule VIII have been satisfied or expressly waived.


 






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(c)          
Class B Advances. The issuance of any Class B Additional Series 2021-A Notes shall be on the terms and subject to the conditions
agreed by HVF III and the holders/potential holders of such Class B Notes.


 


Section 2.3.          
Procedure for Decreasing the Principal Amount.


 


(a)           Principal Decreases. Subject to the terms of this Series 2021-A Supplement, the aggregate
principal amount of the Series 2021-A Notes may be decreased from time to time.


 


(b)          
Mandatory Decrease.


 


(i)           
Obligation to Decrease Class A Notes. If any Class A Excess Principal Event shall have occurred
and be continuing, then, within five (5) Business Days following HVF III’s discovery of such Class A Excess Principal Event, HVF
III shall withdraw from the Series 2021-A Principal Collection Account an amount equal to the lesser of (x) the amount then on deposit
in such account and available for distribution to effect a reduction in the Class A Principal Amount pursuant to Section 5.2(c)
(Application of Funds in the Series 2021-A Principal Collection Account), and (y) the amount necessary so that, after giving effect
to all Class A Voluntary Decreases prior to such date, no such Class A Excess Principal Event shall exist, and distribute the lesser of
such (x) and (y) to the Class A Noteholders in respect of principal of the Class A Notes to make a reduction in the Class A Principal
Amount in accordance with Section 5.2 (Application of Funds in the Series 2021-A Principal Collection Account) (each reduction
of the Class A Principal Amount pursuant to this clause (i), a “Class A Mandatory Decrease” and the amount of
each such reduction, the “Class A Mandatory Decrease Amount”).


 


(ii)         
Breakage. Subject to and in accordance with Section 3.6 (Funding Losses),
with respect to each Class A Mandatory Decrease, HVF III shall reimburse each Class A Investor Group on the next succeeding Payment Date
for any associated breakage costs payable as a result of such Class A Mandatory Decrease.


 


(iii)         
Notice of Mandatory Decrease. Upon discovery of any Class A Excess Principal Event, HVF
III, within two (2) Business Days of such discovery, shall deliver written notice of any related Class A Mandatory Decreases, any related
Class A Mandatory Decrease Amount and the date of any such Class A Mandatory Decrease to the Trustee and each Class A Noteholder.


 






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(c)           
Voluntary Decrease.


 


(i)           
Procedures for Class A Voluntary Decrease. On any Business Day, upon at least three (3)
Business Day’s prior notice to each Class A Noteholder, each Class A Conduit Investor, each Class A Committed Note Purchaser and
the Trustee, HVF III may decrease the Class A Principal Amount in whole or in part (each such reduction of the Class A Principal Amount
pursuant to this Section 2.3(c)(i) (Procedures for Class A Voluntary Decrease), a “Class A Voluntary Decrease”)
by withdrawing from the Series 2021-A Principal Collection Account an amount up to the sum of all amounts then on deposit in such account
and available for distribution to effect a Class A Voluntary Decrease pursuant to Section 5.2 (Application of Funds in the Series
2021-A Principal Collection Account), and distributing the amount of such withdrawal (such amount, the “Class A Voluntary
Decrease Amount”) to the Class A Noteholders as specified in Section 5.2 (Application of Funds in the Series 2021-A
Principal Collection Account). Each such notice shall set forth the date of such Class A Voluntary Decrease, the related Class A Voluntary
Decrease Amount, whether HVF III is electing to pay any Class A Terminated Purchaser in connection with such Class A Voluntary Decrease,
and the amount to be paid to such Class A Terminated Purchaser (if any).


 


(ii)           Breakage.
Subject to and in accordance with Section 3.6 (Funding Losses), with respect to each Class A Voluntary Decrease, HVF III
shall reimburse each Class A Investor Group on the next succeeding Payment Date for any associated breakage costs payable as a result
of such Class A Voluntary Decrease.


 


(d)           Voluntary
Decrease Minimum Denominations. Each such Class A Voluntary Decrease shall be, in the aggregate for
all Class A Notes, in a minimum principal amount of $2,500,000 and integral multiples of $100,000 in excess thereof unless such Class
A Voluntary Decrease is allocated to pay any Class A Investor Group Principal Amount in full. 


 


Section 2.4.          
Funding Agent Register.


 


(a)           On
each date of a Class A Advance or Class A Decrease hereunder, a duly authorized officer, employee or agent of the related Class A Funding
Agent shall make appropriate notations in its books and records of the amount of such Class A Advance or Class A Decrease, as applicable.
HVF III hereby authorizes each duly authorized officer, employee and agent of such Class A Funding Agent to make such notations on the
books and records as aforesaid and every such notation made in accordance with the foregoing authority shall be prima facie evidence
of the accuracy of the information so recorded and shall be binding on HVF III absent manifest error; provided, however,
that in the event of a discrepancy between the books and records of such Class A Funding Agent and the records maintained by the Trustee
pursuant to this Series 2021-A Supplement, such discrepancy shall be resolved by such Class A Funding Agent and the Program Agent and
the Trustee shall be directed by the Program Agent to update its records accordingly.


 


(b)          On
the date of the Class B Advance hereunder, a duly authorized officer, employee or agent of the related Class B Funding Agent shall make
appropriate notations in its books and records of the amount of the Class B Advance. HVF III hereby authorizes each duly authorized officer,
employee and agent of such Class B Funding Agent to make such notations on the books and records as aforesaid and every such notation
made in accordance with the foregoing authority shall be prima facie evidence of the accuracy of the information so recorded and
shall be binding on HVF III absent manifest error; provided, however, that in the event of a discrepancy between the books
and records of such Class B Funding Agent and the records maintained by the Trustee pursuant to this Series 2021-A Supplement, such discrepancy
shall be resolved by such Class B Funding Agent and the Program Agent and the Trustee shall be directed by the Program Agent to update
its records accordingly.


 






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(c)           On
the date of the Class RR Advance hereunder, a duly authorized officer, employee or agent of the Class RR Committed Note Purchaser shall
make appropriate notations in its books and records of the amount of such Class RR Advance. HVF III hereby authorizes each duly authorized
officer, employee and agent of the Class RR Committed Note Purchaser to make such notations on the books and records as aforesaid and
every such notation made in accordance with the foregoing authority shall be prima facie evidence of the accuracy of the information
so recorded and shall be binding on HVF III absent manifest error; provided, however, that in the event of a discrepancy
between the books and records of the Class RR Committed Note Purchaser and the records maintained by the Trustee pursuant to this Series
2021-A Supplement, such discrepancy shall be resolved by the Class RR Committed Note Purchaser and the Program Agent and the Trustee
shall be directed by the Program Agent to update its records accordingly.


 


Section 2.5.          
Reduction of Maximum Principal Amount.


 


(a)          
Reduction of Class A Maximum Principal Amount.


 


(i)           
HVF III, upon three (3) Business Days’ notice to the Program Agent, each Class A Funding
Agent, each Class A Conduit Investor and each Class A Committed Note Purchaser, may effect a permanent reduction (but without prejudice
to HVF III’s right to effect a Class A Investor Group Maximum Principal Increase with respect to any Class A Investor Group or add
any Class A Additional Investor Group in the future, in each case in accordance with Section 2.1 (Initial Purchase; Additional
Series 2021-A Notes)) of the Class A Maximum Principal Amount and a corresponding reduction of each Class A Maximum Investor Group
Principal Amount; provided that, with respect to any such reduction effected pursuant to this clause (i),


 


A.          
any such reduction shall be limited to the undrawn portion of the Class A Maximum Principal Amount,
although any such reduction may be combined with a Class A Decrease effected pursuant to and in accordance with Section 2.3 (Procedure
for Decreasing the Principal Amount) and in a minimum amount of $100.0 million; provided that, solely for the purposes of this
Section 2.5(a)(i)(A) (Reduction of Class A Maximum Principal Amount), such undrawn portion of the Class A Maximum Principal
Amount shall not include any then unfunded Class A Delayed Amounts relating to any Class A Advance the notice with respect to which HVF
III shall not have revoked as of the date of such reduction, and


 


B.          
after giving effect to such reduction, the Class A Maximum Principal Amount equals or exceeds $250.0
million, unless reduced to zero.


 


(ii)         
Any reduction made pursuant to this Section 2.5(a) (Reduction of Class A Maximum Principal
Amount) shall be made ratably among the Class A Investor Groups on the basis of their respective Class A Maximum Investor Group Principal
Amounts. No later than one Business Day following any reduction of the Class A Maximum Principal Amount becoming effective, the Program
Agent shall revise Schedule II to reflect such reduction, which revision, for the avoidance of doubt, shall not require the consent
of the Trustee or any Series 2021-A Noteholder.


 






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(b)          
Reduction of Class B Principal Amount.


 


(i)         
HVF III, upon three (3) Business Days’ notice to the Program Agent, each Class B Funding
Agent, each Class B Conduit Investor and each Class B Committed Note Purchaser, may effect a reduction (but without prejudice to HVF III’s
right to effect a Class B Investor Group Principal Increase with respect to any Class B Investor Group or add any Class B Additional Investor
Group in the future, in each case in accordance with Section 2.1 (Initial Purchase; Additional Series 2021-A Notes)) of
the Class B Principal Amount and a corresponding reduction of each Class B Investor Group Principal Amount; provided that, with
respect to any such reduction effected pursuant to this clause (i),


 


A.           
any such reduction must be in a minimum amount of $25.0 million,


 


B.           
after giving effect to such reduction and any reduction to the Class A Maximum Principal Amount,
the condition set forth in Section 2.5(d) (Conditions to Repayment) shall be satisfied, and


 


C.           
after giving effect to such reduction, the Class B Principal Amount equals or exceeds $50.0 million,
unless reduced to zero.


 


(ii)         
Any reduction made pursuant to this Section 2.5(b) shall be made ratably among the Class
B Investor Groups on the basis of their respective Class B Investor Group Principal Amounts. No later than one Business Day following
any reduction of the Class B Principal Amount becoming effective, the Program Agent shall revise Schedule IV to reflect such reduction,
which revision, for the avoidance of doubt, shall not require the consent of the Trustee or any Series 2021-A Noteholder.


 


(c)           
Reduction of Class RR Principal Amount.


 


(i)           
HVF III, upon three (3) Business Days’ notice to the Program Agent and the Class RR Committed
Note Purchaser, may effect a reduction (but without prejudice to HVF III’s right to effect a Class RR Principal Increase in accordance
with Section 2.1 (Initial Purchase; Additional Series 2021-A Notes)) of the Class RR Principal Amount; provided that,
with respect to any such reduction effected pursuant to this clause (i),


 


A.           
any such reduction must be in a minimum amount of $10.0 million, 


 


B.           
after giving effect to such reduction, the Class RR Principal Amount equals or exceeds $20.0 million,
unless reduced to zero; and


 


C.          
HVF III is in compliance with Section 6.4 (European Union Securitisation Risk Retention
and United Kingdom Securitisation Risk Retention Representations and Undertaking).


 






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(ii)          
No later than one Business Day following any reduction of the Class RR Principal Amount becoming effective, the Program Agent shall
revise Schedule V to reflect such reduction, which revision, for the avoidance of doubt, shall not require the consent of the Trustee
or any Series 2021-A Noteholder.


 


(d)          
Conditions to Repayment of Class B Notes. Each reduction pursuant to Section 2.5(b)
(Reduction of Class B Principal Amount) may only be made if, after giving effect to such reduction, no Aggregate Asset Amount Deficiency
and no Amortization Event or Potential Amortization Event, in each case with respect to the Series 2021-A Notes, has occurred and is continuing
at the time of such reduction or will occur after giving effect to such reduction.


 


Section 2.6.           Commitment Terms and Extensions of Commitments.


 


(a)          
Term. The “Term” of the Commitments hereunder shall be for a period commencing
on the date hereof and ending on the Series 2021-A Commitment Termination Date.


 


(b)           Requests
for Extensions. HVF III may request, (i) through the Program Agent, that each Funding Agent, for the account of the related Investor
Group, and (ii) that the Class RR Committed Note Purchaser, consents to an extension of the Series 2021-A Commitment Termination Date
for such period as HVF III may specify (the “Extension Length”), which consent will be granted or withheld by each
Funding Agent, on behalf of the related Investor Group, or the Class RR Committed Note Purchaser, in each case, in its sole discretion.


 


(c)          
Procedures for Extension Consents. Upon receipt of any request described in clause (b)
above, the Program Agent shall promptly notify each Funding Agent thereof, each of which Funding Agents shall notify each Conduit Investor,
if any, and each Committed Note Purchaser in its Investor Group thereof. Not later than the first Business Day following the 30th day
after such request for an extension (such period, the “Election Period”), each Committed Note Purchaser shall notify
HVF III and each Committed Note Purchaser (other than the Class RR Committed Note Purchaser) shall notify the Program Agent of its willingness
or refusal to consent to such extension and each Conduit Investor shall notify the Funding Agent for its Investor Group of its willingness
or refusal to consent to such extension, and such Funding Agent shall notify HVF III and the Program Agent of such willingness or refusal
by each such Conduit Investor (any such Conduit Investor or Committed Note Purchaser that refuses to consent to such extension, a “Non-Extending
Purchaser”). Any Committed Note Purchaser (other than the Class RR Committed Note Purchaser) that does not expressly notify
HVF III and the Program Agent that it is willing to consent to an extension of the Series 2021-A Commitment Termination Date during the
applicable Election Period and each Conduit Investor that does not expressly notify such Funding Agent that it is willing to consent to
an extension of the Series 2021-A Commitment Termination Date during the applicable Election Period shall be deemed to be a Non-Extending
Purchaser; provided that, if the Class RR Committed Note Purchaser fails to so consent to an extension of the Series 2021-A Commitment
Termination Date, no other such consent received from any other Committed Note Purchaser or any Conduit Investor shall be given effect.
If a Committed Note Purchaser or a Conduit Investor has agreed to extend its Series 2021-A Commitment Termination Date, and, at the end
of the applicable Election Period no Amortization Event shall be continuing with respect to the Series 2021-A Notes, then the Series 2021-A
Commitment Termination Date for the Class RR Committed Note Purchaser and for such Committed Note Purchaser or Conduit Investor then in
effect shall be extended to the date that is the last day of the Extension Length (which shall begin running on the day after the then-current
Series 2021-A Commitment Termination Date); provided that, no such extension to the Series 2021-A Commitment Termination Date shall
become effective until (i) the termination of each Non-Extending Purchaser’s commitment, if any, (ii) on the date of any such termination
with respect to a Class A Investor Group, the prepayment in full of each such Non-Extending Purchaser’s portion of the Class A Investor
Group Principal Amount for such Non-Extending Purchaser’s Class A Investor Group and all accrued and unpaid interest thereon, if
any, in each case, in accordance with Section 9.2 (Replacement of Investor Group) and (iii) on the date of any such termination
with respect to a Class B Investor Group, the prepayment in full of each such Non-Extending Purchaser’s portion of the Class B Investor
Group Principal Amount for such Non-Extending Purchaser’s Class B Investor Group and all accrued and unpaid interest thereon, if
any, in each case, in accordance with Section 9.2 (Replacement of Investor Group).


 






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Section 2.7.         
Timing and Method of Payment. All amounts payable to any Class A Funding Agent, Class B Funding Agent or the Class RR Committed
Note Purchaser hereunder or with respect to the Series 2021-A Notes on any date shall be made to the applicable Class A Funding Agent
(or upon the order of the applicable Class A Funding Agent) or to the applicable Class B Funding Agent (or upon the order of the applicable
Class B Funding Agent) or to the Class RR Committed Note Purchaser (or upon the order of the Class RR Committed Note Purchaser), as applicable,
by wire transfer of immediately available funds in Dollars not later than 2:00 p.m. (New York City time) on the date due; provided
that,


 


(a)           
if (i) any Class A Funding Agent receives funds payable to it hereunder later than 2:00 p.m. (New
York City time) on any date and (ii) prior to the later of the next succeeding Determination Date and thirty (30) days after the date
on which such Class A Funding Agent received such funds, such Class A Funding Agent notifies HVF III in writing of such late receipt,
then such funds received later than 2:00 p.m. (New York City time) on such date by such Class A Funding Agent will be deemed to have been
received by such Class A Funding Agent on the next Business Day and any interest accruing with respect to the payment of such funds on
such next Business Day shall not be payable until the Payment Date immediately following the later of such two dates specified in clause
(ii);


 


(b)          
if (i) any Class A Funding Agent receives funds payable to it hereunder later than 2:00 p.m. (New
York City time) on any date and (ii) prior to the later of the next succeeding Determination Date and thirty (30) days after the date
on which such Class A Funding Agent received such funds, such Class A Funding Agent does not notify HVF III in writing of such receipt,
then such funds, received later than 2:00 p.m. (New York City time) on such date will be treated for all purposes hereunder as received
on such date;


 


(c)           
if (i) any Class B Funding Agent receives funds payable to it hereunder later than 2:00 p.m. (New
York City time) on any date and (ii) prior to the later of the next succeeding Determination Date and thirty (30) days after the date
on which such Class B Funding Agent received such funds, such Class B Funding Agent notifies HVF III in writing of such late receipt,
then such funds received later than 2:00 p.m. (New York City time) on such date by such Class B Funding Agent will be deemed to have been
received by such Class B Funding Agent on the next Business Day and any interest accruing with respect to the payment of such funds on
such next Business Day shall not be payable until the Payment Date immediately following the later of such two dates specified in clause
(ii);


 






    24 


     


    

 


(d)          
if (i) any Class B Funding Agent receives funds payable to it hereunder later than 2:00 p.m. (New
York City time) on any date and (ii) prior to the later of the next succeeding Determination Date and thirty (30) days after the date
on which such Class B Funding Agent received such funds, such Class B Funding Agent does not notify HVF III in writing of such receipt,
then such funds, received later than 2:00 p.m. (New York City time) on such date will be treated for all purposes hereunder as received
on such date;


 


(e)           
if (i) the Class RR Committed Note Purchaser receives funds payable to it hereunder later than
2:00 p.m. (New York City time) on any date and (ii) prior to the later of the next succeeding Determination Date and thirty (30) days
after the date on which the Class RR Committed Note Purchaser received such funds, the Class RR Committed Note Purchaser notifies HVF
III in writing of such late receipt, then such funds received later than 2:00 p.m. (New York City time) on such date by the Class RR Committed
Note Purchaser will be deemed to have been received by the Class RR Committed Note Purchaser on the next Business Day and any interest
accruing with respect to the payment of such funds on such next Business Day shall not be payable until the Payment Date immediately following
the later of such two dates specified in clause (ii);


 


(f)           
if (i) the Class RR Committed Note Purchaser receives funds payable to it hereunder later than
2:00 p.m. (New York City time) on any date and (ii) prior to the later of the next succeeding Determination Date and thirty (30) days
after the date on which the Class RR Committed Note Purchaser received such funds, the Class RR Committed Note Purchaser does not notify
HVF III in writing of such receipt, then such funds, received later than 2:00 p.m. (New York City time) on such date will be treated for
all purposes hereunder as received on such date; and


 


(g)          
HVF III’s obligations hereunder in respect of any amounts payable to any Class A Conduit
Investor or Class A Committed Note Purchaser shall be discharged to the extent funds are disbursed by HVF III to the related Class A Funding
Agent as provided herein whether or not such funds are properly applied by such Class A Funding Agent and HVF III’s obligations
hereunder in respect of any amounts payable to any Class B Conduit Investor or Class B Committed Note Purchaser shall be discharged to
the extent funds are disbursed by HVF III to the related Class B Funding Agent as provided herein whether or not such funds are properly
applied by such Class B Funding Agent and HVF III’s obligations hereunder in respect of any amounts payable to the Class RR Committed
Note Purchaser shall be discharged to the extent funds are disbursed by HVF III to the Class RR Committed Note Purchaser as provided herein
whether or not such funds are properly applied by the Class RR Committed Note Purchaser.


 


Section 2.8.           
Legal Final Payment Date. The Series 2021-A Principal Amount shall be due and payable on the Legal Final Payment Date.


 






    25 


     


    

 


Section 2.9.          
Delayed Funding Purchaser Groups.


 


(a)          
Class A Delayed Funding Purchaser Groups.


 


(i)           
Notwithstanding any provision of this Series 2021-A Supplement to the contrary, if at any time
a Class A Delayed Funding Purchaser delivers a Class A Delayed Funding Notice, no Class A Undrawn Fees shall accrue (or be payable) to
its Class A Delayed Funding Purchaser Group in respect of any Class A Delayed Amount from the date of the related Class A Advance to the
date the Class A Delayed Funding Purchaser in such Class A Delayed Funding Purchaser Group funds the related Class A Delayed Funding Reimbursement
Amount, if any, and the Class A Second Delayed Funding Notice Amount, if any.


 


(ii)          
Notwithstanding any provision of this Series 2021-A Supplement to the contrary, if at any time
a Class A Committed Note Purchaser in a Class A Investor Group becomes a Class A Defaulting Committed Note Purchaser, then the following
provisions shall apply for so long as such Class A Defaulting Committed Note Purchaser has failed to pay all amounts required pursuant
to Section 2.2 (Advances):


 


A.          
no Class A Undrawn Fees shall accrue (or be payable) on any unfunded portion of the Class A Maximum
Investor Group Principal Amount of such Class A Defaulting Committed Note Purchaser; and


 


B.         
the Class A Commitment Percentage of such Class A Defaulting Committed Note Purchaser shall not
be included in determining whether the Required Controlling Class Series 2021-A Noteholders, the Required Supermajority Controlling Class
Series 2021-A Noteholders, the Series 2021-A Required Noteholders or all Class A Conduit Investors and/or Class A Committed Note Purchasers
have taken or may take any action hereunder.


 


For the avoidance of doubt, no provision of this
Section 2.9 (Delayed Funding Purchaser Groups) shall be deemed to relieve any Class A Defaulting Committed Note Purchaser
of its Commitment hereunder and HVF III may pursue all rights and remedies available to it under the law in connection with the event(s)
that resulted in such Class A Committed Note Purchaser becoming a Class A Defaulting Committed Note Purchaser.


 






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Article
III


 


INTEREST,
FEES AND COSTS


 


Section 3.1.          
Interest and Interest Rates.


 


(a)          
Interest Rate.


 


(i)           
Class A Interest Rate. Each related Class A Advance funded or maintained by a Class A Investor
Group during the related Series 2021-A Interest Period:


 


A.          
through the issuance of Class A Commercial Paper shall bear interest at the Class A CP Rate for
such Series 2021-A Interest Period; and 


 


B.          
through means other than the issuance of Class A Commercial Paper shall bear interest at the Eurodollar Rate (Reserve Adjusted)
applicable to such Class A Investor Group for the related Eurodollar Interest Period, except as otherwise provided in the definition of
Eurodollar Interest Period or in Section 3.3 or 3.4 (provided that if the Eurodollar Rate is less than 0.00%, such
rate will be deemed to be 0.00%); provided that if the Eurodollar Rate (Reserve Adjusted) is not available (other than as a result
of a Benchmark Transition Event as contemplated by Section 11.22 (Benchmark Replacement Setting)), such Class A Advance
shall bear interest at the Base Rate (provided that if such rate is less than 0.00%, such rate will be deemed to be 0.00%), plus 0.50%.


 


(ii)          
Class B Interest Rate. The Class B Advance funded or maintained by a Class B Investor Group
during the related Series 2021-A Interest Period shall bear interest at the Class B Note Rate per annum, and shall accrue based upon a
rate agreed in writing with each holder of the Class B Notes.


 


(iii)         
Class RR Interest Rate. The Class RR Advance funded or maintained by the Class RR Committed Note Purchaser during the related
Series 2021-A Interest Period shall bear interest at the Class A Note Rate with respect to such Series
2021-A Interest Period (the “Class RR Note Rate”).


 


(b)          
Notice of Interest Rates.


 


(i)           
Each Class A Funding Agent shall notify HVF III and the Administrator of the applicable Class A
CP Rate for the Class A Advances made by its Class A Investor Group for the related Series 2021-A Interest Period by 11:00 a.m. (New York
City time) on each Determination Date. Each such notice shall be substantially in the form of Exhibit N hereto.


 


(ii)        
  The Program Agent shall notify HVF III and the Administrator of the applicable Eurodollar Rate
(Reserve Adjusted) and/or Base Rate, as the case may be, by 11:00 a.m. (New York City time) on the first day of each Eurodollar Interest
Period. Each such notice shall be substantially in the form of Exhibit N hereto.


 






    27 


     


    

 


(c)           Payment of Interest; Funding Agent Failure to Provide Rate.


 


(i)           
On each Payment Date, the Class A Monthly Interest Amount, the Class A Monthly Default Interest
Amount, the Class B Monthly Interest Amount, the Class B Monthly Default Interest Amount, the Class RR Monthly Interest Amount and the
Class RR Monthly Default Interest Amount, in each case, with respect to such Payment Date, shall be due and payable on such Payment Date
in accordance with the provisions hereof.


 


(ii)         
If the amounts described in Section 5.3 (Application of Funds in the Series 2021-A Interest
Collection Account) are insufficient to pay the Class A Monthly Interest Amount or the Class A Monthly Default Interest Amount for
any Payment Date, payments of such Class A Monthly Interest Amount or Class A Monthly Default Interest Amount, as applicable and in each
case, to the Class A Noteholders will be reduced on a pro rata basis (determined on the basis of the portion of such Class A Monthly
Interest Amount or Class A Monthly Default Interest Amount, as applicable and in each case, payable to each such Class A Noteholder) by
the amount of such insufficiency (the aggregate amount, if any, of such insufficiency on any Payment Date, the “Class A Deficiency
Amount”), and interest shall accrue on any such Class A Deficiency Amount at the applicable Class A Note Rate. If the amounts
described in Section 5.3 (Application of Funds in the Series 2021-A Interest Collection Account) are insufficient to pay
the Class B Monthly Interest Amount or the Class B Monthly Default Interest Amount for any Payment Date, payments of such Class B Monthly
Interest Amount or Class B Monthly Default Interest Amount, as applicable and in each case, to the Class B Noteholders will be reduced
on a pro rata basis (determined on the basis of the portion of such Class B Monthly Interest Amount or Class B Monthly Default
Interest Amount, as applicable and in each case, payable to each such Class B Noteholder) by the amount of such insufficiency (the aggregate
amount, if any, of such insufficiency on any Payment Date, the “Class B Deficiency Amount”), and interest shall accrue
on any such Class B Deficiency Amount at the applicable Class B Note Rate. If the amounts described in Section 5.3 (Application
of Funds in the Series 2021-A Interest Collection Account) are insufficient to pay the Class RR Monthly Interest Amount or the Class
RR Monthly Default Interest Amount for any Payment Date, payments of such Class RR Monthly Interest Amount or Class RR Monthly Default
Interest Amount, as applicable and in each case, to the Class RR Committed Note Purchaser will be reduced by the amount of such insufficiency
(the aggregate amount, if any, of such insufficiency on any Payment Date, the “Class RR Deficiency Amount”), and interest
shall accrue on any such Class RR Deficiency Amount at the applicable Class RR Note Rate.


 


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


 






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(e)          
Funding Agent’s Failure to Notify. With respect to any Class A Funding Agent that
shall have failed to notify HVF III and the Administrator of the applicable Class A CP Rate for the Class A Advances made by its Class
A Investor Group for the related Series 2021-A Interest Period by 11:00 a.m. (New York City time) on any Determination Date in accordance
with Section 3.1(b)(i) (Notice of Interest Rates), on the first Payment Date occurring after the date on which such Class
A Funding Agent provides such notice previously not provided in accordance with Section 3.1(b)(i) (Notice of Interest Rates)
(or, if such notice is provided on any date occurring after a Determination Date and prior to the Payment Date immediately following such
Determination Date, then the second Payment Date occurring after the date on which such Class A Funding Agent provides such notice previously
not provided), such Class A Funding Agent shall pay to or at the direction of HVF III an amount equal to the excess, if any, of the amount
actually paid by HVF III to or for the benefit of the Class A Noteholders in such Class A Funding Agent’s Class A Investor Group
as a result of the reversion to the Class A CP Fallback Rate in accordance with the definition of Class A CP Rate over the amount that
should have been paid by HVF III to or for the benefit of the Class A Noteholders in such Class A Funding Agent’s Class A Investor
Group had all of the relevant information for the relevant Series 2021-A Interest Period been provided by such Class A Funding Agent to
HVF III on a timely basis.


 


(f)          
CP True-Up Payment Amount. With respect to any Class A Funding Agent that shall have failed
to notify HVF III and the Administrator of the applicable Class A CP Rate for the Class A Advances made by its Class A Investor Group
for the related Series 2021-A Interest Period by 11:00 a.m. (New York City time) on any Determination Date in accordance with Section
3.1(b)(i) (Notice of Interest Rates), on the first Payment Date occurring after the date on which such Class A Funding Agent
provides such notice previously not provided in accordance with Section 3.1(b)(i) (Notice of Interest Rates) (or, if such
notice is provided on any date occurring after a Determination Date and prior to the Payment Date immediately following such Determination
Date, then the second Payment Date occurring after the date on which such Class A Funding Agent provides such notice previously not provided),
HVF III shall pay to or at the direction of the Class A Funding Agent for the benefit of the Class A Noteholders in such Class A Funding
Agent’s Class A Investor Group an amount equal to the excess, if any, of the amount that should have been paid by HVF III to or
for the benefit of the Class A Noteholders in such Class A Funding Agent’s Class A Investor Group had all of the relevant information
for the relevant Series 2021-A Interest Period been provided by such Class A Funding Agent to HVF III on a timely basis over the amount
actually paid by HVF III to or for the benefit of such Class A Noteholders as a result of the reversion to the Class A CP Fallback Rate
in accordance with the definition of Class A CP Rate (such excess with respect to such Class A Funding Agent, the “Class A CP
True-Up Payment Amount”). For the avoidance of doubt, Class A CP True-Up Payment Amounts, if any, shall be paid in accordance
with Section 5.3 (Application of Funds in the Series 2021-A Interest Collection Account) as a component of the Class A Monthly
Interest Amount. 


 


Section 3.2.           
Fees.


 


(a)          
Program Agent Fees. On each Payment Date, HVF III shall pay to the Program Agent the applicable
Program Agent Fee due for such Payment Date.


 






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(b)          
Up-Front Fees. On the Chapter 11 Exit Date, HVF III shall pay 0.30% of each Committed Note
Purchasers’ Class A Commitment as of the Series 2021-A Closing Date to each Funding Agent for the account of the related Committed
Note Purchaser (each such fee, an “Class A Up-Front Fee.”)


 


(c)          
Arrangement, Commitment and Structuring Fees. On the Chapter 11 Exit Date, HVF III shall pay the additional fees set forth
in each Class A Fee Letter.


 


Section 3.3.           
Eurodollar Lending Unlawful.


 


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


 


Section 3.4.           
Deposits Unavailable.


 


(a)         
If a Class A Conduit Investor, a Class A Committed Note Purchaser or the related Class A Majority
Program Support Providers shall have reasonably determined that:


 


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


 


(ii)          
by reason of circumstances affecting all the related Reference Lenders’ relevant market,
adequate means do not exist for ascertaining the interest rate applicable hereunder to the Class A Eurodollar Tranche; or


 


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


 






    30


     


    

 


then, upon notice from such Class A Conduit Investor,
such Class A Committed Note Purchaser or the related Class A Majority Program Support Providers to such Class A Funding Agent and HVF
III, the obligations of such Class A Conduit Investor, such Class A Committed Note Purchaser and all of the related Class A Program Support
Providers to make or continue any Class A Advance as, or to convert any Class A Advances into, the Class A Eurodollar Tranche shall forthwith
be suspended until such Class A Funding Agent shall notify HVF III that the circumstances causing such suspension no longer exist, and
such Class A Investor Group shall immediately convert the portion of the Class A Eurodollar Tranche funded by each such Class A Conduit
Investor or Class A Committed Note Purchaser into the Class A Base Rate Tranche at the end of the then current Eurodollar Interest Periods
with respect thereto or sooner, if required for the reasons set forth in clause (i), (ii) or (iii) above, as the
case may be.


 


Section 3.5.         
Increased or Reduced Costs, etc. HVF III agrees to reimburse each Class A Affected Person for any increase in the cost of,
or any reduction in the amount of any sum receivable by any such Class A Affected Person in respect of making, continuing or maintaining
(or of its obligation to make, continue or maintain) any Class A Advances as, or of converting (or of its obligation to convert) any Class
A Advances into, the Class A Eurodollar Tranche that arise in connection with any Changes in Law, , except for any such Changes in Law
with respect to increased capital costs and taxes, which shall be governed by Sections 3.7 (Increased Capital Costs) and
3.8 (Taxes), respectively. Each such demand shall be provided to the related Funding Agent and HVF III in writing and shall
state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Affected Person for such
increased cost or reduced amount or return. Such additional amounts shall be payable by HVF III to such Funding Agent and by such Funding
Agent directly to such Affected Person on the Payment Date immediately following HVF III’s receipt of such notice, and such notice,
in the absence of manifest error, shall be conclusive and binding on HVF III.


 


Section 3.6.          
Funding Losses. In the event any Affected Person shall incur any loss or expense (including, for the avoidance of doubt,
any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Person
to make, continue or maintain any portion of the principal amount of any Class A CP Tranche or Class A Eurodollar Tranche, to convert
any portion of the principal amount of any Class A Advance not in the Class A CP Tranche into the Class A CP Tranche or not in the Class
A Eurodollar Tranche into the Class A Eurodollar Tranche as a result of:


 


(i)            any
conversion or repayment or prepayment (for any reason, including as a result of the acceleration of the maturity of any portion of the
Class A CP Tranche or Class A Eurodollar Tranche in connection with any Class A Decrease, pursuant to Section 2.3 (Procedure
for Decreasing the Principal Amount) or any optional repurchase of the Class A Notes, as applicable, pursuant to Section 10.1
(Authorization and Action of the Program Agent) or otherwise, or the assignment thereof in accordance with the requirements
of the applicable Class A Program Support Agreement) of the principal amount of any portion of the Class A CP Tranche or Class A Eurodollar
Tranche , as applicable, on a date other than a Payment Date;


 






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(ii)          
any Class A Advance not being made as part of the Class A CP Tranche or Class A Eurodollar Tranche,
as applicable, after a request for such a Class A Advance has been made in accordance with the terms contained herein;


 


(iii)         
any Class A Advance not being continued as part of the Class A CP Tranche or Class A Eurodollar
Tranche, as applicable, or converted into a Class A Advance under the Class A Eurodollar Tranche, after a request for such a Class A Advance
has been made in accordance with the terms contained herein;


 


(iv)         any
failure of HVF III to make a Class A Decrease after giving notice thereof pursuant to Section 2.3(b) (Mandatory Decrease)
or Section 2.3(c) (Voluntary Decrease),


 


then, upon the written notice (which shall include
calculations in reasonable detail) by any Affected Person to the related Funding Agent and HVF III, which written notice shall be conclusive
and binding on HVF III (in the absence of manifest error), HVF III shall pay to such Funding Agent and such Funding Agent shall, on the
next succeeding Payment Date, pay directly to such Affected Person such amount as will (in the reasonable determination of such Affected
Person) reimburse such Affected Person for such loss or expense; provided that, the maximum amount payable by HVF III to any Affected
Person in respect of any losses or expenses that result from any conversion, repayment or prepayment described in clause (i) above
shall be the amount HVF III would be obligated to pay pursuant to clause (i) above if such conversion, repayment or prepayment
were scheduled to have been paid on the next succeeding Payment Date; provided further that, in no event shall any amount be payable
by HVF III to any Affected Person pursuant to this Section 3.6 (Funding Losses) as a result of any conversion, repayment,
prepayment or non-payment with respect to any Class A CP Tranche unless (i) the amount of such conversion, repayment, prepayment or non-payment
exceeds $100,000,000 with respect to such Affected Person and (ii) such Affected Person shall have received less than five (5) Business
Days’ written notice from HVF III of such conversion, repayment, prepayment or non-payment, as the case may be.


 


Section 3.7.          
Increased Capital Costs. If any Change in Law affects or would affect the amount of capital required or reasonably expected
to be maintained by any Affected Person or any Person controlling such Affected Person and such Affected Person reasonably determines
that the rate of return on its or such controlling Person’s capital as a consequence of its commitment or the Class A Advances made
by such Affected Person hereunder is reduced to a level below that which such Affected Person or such controlling Person would have achieved
but for the occurrence of any such Change in Law, then, in any such case after notice from time to time by such Affected Person to the
related Funding Agent and HVF III, HVF III shall pay to such Funding Agent and such Funding Agent shall pay to such Affected Person an
incremental commitment fee, payable on each Payment Date, sufficient to compensate such Affected Person or such controlling Person for
such reduction in rate of return to the extent that the increased costs for which such Affected Person is being compensated are allocable
to the existence of such Affected Person’s Class A Advances or Class A Commitment, as applicable, hereunder. A statement of such
Affected Person as to any such additional amount or amounts (including calculations thereof in reasonable detail), in the absence of manifest
error, shall be conclusive and binding on HVF III; provided that, the initial payment of such increased commitment fee shall include
a payment for accrued amounts due under this Section 3.7 (Increased Capital Costs) prior to such initial payment.


 






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Section 3.8.           
Taxes.


 


(a)         
All payments by HVF III of principal of, and interest on, the Class A Advances and all other amounts
payable hereunder (including fees) shall be made free and clear of and without deduction for any present or future income, excise, documentary,
property, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any
taxing authority, but excluding in the case of any Affected Person (x) net income, franchise or similar taxes (including branch profits
taxes or alternative minimum tax) imposed or levied on the Affected Person as a result of a connection between the Affected Person and
the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other
than any such connection arising from such Affected Person having executed, delivered or performed its obligations or received a payment
under, or enforced by, this Series 2021-A Supplement), (y) with respect to any Affected Person organized under the laws of the jurisdiction
other than the United States (“Foreign Affected Person”), any withholding tax that is imposed on amounts payable to
the Foreign Affected Person at the time the Foreign Affected Person becomes a party to (or acquires a Participation in) this Series 2021-A
Supplement (or designates a new lending office), except to the extent that such Foreign Affected Person (or its assignor, if any) was
already entitled, at the time of the designation of the new lending office (or assignment), to receive additional amounts from HVF III
with respect to withholding tax and (z) United States federal withholding taxes that would not have been imposed but for a failure by
an Affected Person (or any financial institution through which any payment is made to such Affected Person) to comply with the requirements
of current Sections 1471-1474 of the Code, any current or future regulations or official interpretations thereof, any agreements entered
into pursuant to Section 1471(b)(1) of the Code, any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental
agreement or treaty among Governmental Authorities and published administrative guidance, in each case implementing such Sections of the
Code (such non-excluded items being called “Taxes”).


 


(b)          
Moreover, if any Taxes are directly asserted against any Affected Person with respect to any payment
received by such Affected Person or its agent from HVF III, such Affected Person or its agent may pay such Taxes and HVF III will promptly
upon receipt of written notice stating the amount of such Taxes pay such additional amounts (including any penalties, interest or expenses)
as is necessary in order that the net amount received by such person after the payment of such Taxes (including any Taxes on such additional
amount) shall equal the amount such person would have received had no such Taxes been asserted.


 


(c)          
If HVF III fails to pay any Taxes when due to the appropriate taxing authority or fails to remit
to the Affected Person or its agent the required receipts or other required documentary evidence, HVF III shall indemnify the Affected
Person and their agent for any incremental Taxes, interest or penalties that may become payable by any such Affected Person or its agent
as a result of any such failure. For purposes of this Section 3.8 (Taxes), a distribution hereunder by the agent for the
relevant Affected Person shall be deemed a payment by HVF III.


 






    33


     


    

 


(d)          
Each Foreign Affected Person shall execute and deliver to HVF III, prior to the initial due date
of any payments hereunder and to the extent permissible under then current law, and on or about the first scheduled payment date in each
calendar year thereafter, one or more (as HVF III may reasonably request) United States Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E,
Forms W-8ECI or Forms W 9, or successor applicable forms, or such other forms or documents (or successor forms or documents), appropriately
completed, as may be applicable to establish the extent, if any, to which a payment to such Affected Person is exempt from withholding
or deduction of Taxes. HVF III shall not, however, be required to pay any increased amount under this Section 3.8 (Taxes)
to any Affected Person that is organized under the laws of a jurisdiction other than the United States if such Affected Person fails to
comply with the requirements set forth in this paragraph.


 


(e)           If
the Affected Person determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified
pursuant to this Section 3.8 (Taxes), it shall pay over such refund to HVF III (but only to the extent of amounts paid
under this Section 3.8 (Taxes) with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
of the Affected Person and without interest (other than any interest paid by the relevant governmental authority with respect to such
refund), provided that HVF III, upon the request of the Affected Person, agrees to repay the amount paid over to HVF III (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the Affected Person in the event the Affected Person is
required to repay such refund to such governmental authority. This Section 3.8 (Taxes) shall not be construed to require
the Affected Person to make available its tax returns (or any other information relating to its taxes that it deems confidential) to
HVF III or any other Person.


 


Section 3.9.          
Series 2021-A Carrying Charges; Survival. Any amounts payable by HVF III under the Specified Cost Sections shall constitute
Series 2021-A Carrying Charges. The agreements in the Specified Cost Sections and Section 3.10 (Minimizing Costs and Expenses
and Equivalent Treatment) shall survive the termination of this Series 2021-A Supplement and the Base Indenture and the payment of
all amounts payable hereunder and thereunder.


 


Section 3.10.         
Minimizing Costs and Expenses and Equivalent Treatment.


 


(a)         
Each Affected Person shall be deemed to have agreed that it shall, as promptly as practicable after
it becomes aware of any circumstance referred to in any Specified Cost Section, use commercially reasonable efforts (to the extent not
inconsistent with its internal policies of general application) to minimize the costs, expenses, taxes or other liabilities incurred by
it and payable to it by HVF III pursuant to such Specified Cost Section.


 


(b)          
In determining any amounts payable to it by HVF III pursuant to any Specified Cost Section, each
Affected Person shall treat HVF III the same as or better than all similarly situated Persons (as determined by such Affected Person in
its reasonable discretion) and such Affected Person may use any method of averaging and attribution that it (in its reasonable discretion)
shall deem applicable so long as it applies such method to other similar transactions, such that HVF III is treated the same as, or better
than, all such other similarly situated Persons with respect to such other similar transactions.


 






    34


     


    

 


Section 3.11.        
Timing Threshold for Specified Cost Sections. Notwithstanding anything in this Series 2021-A Supplement to the contrary,
HVF III shall not be under any obligation to compensate any Affected Person pursuant to any Specified Cost Section in respect of any amount
otherwise owing pursuant to any Specified Cost Section that arose during any period prior to the date that is 180 days prior to such Affected
Person’s obtaining knowledge thereof, except that the foregoing limitation shall not apply to any increased costs arising out of
the retroactive application of any Change in Law within such 180-day period. If, after the payment of any amounts by HVF III pursuant
to any Specified Cost Section, any applicable law, rule or regulation in respect of which a payment was made is thereafter determined
to be invalid or inapplicable to such Affected Person, then such Affected Person, within sixty (60) days after such determination, shall
repay any amounts paid to it by HVF III hereunder in respect of such Change in Law.


 


Section 3.12.        
JPMorgan as Lender. JPMorgan Chase Bank, N.A. (“JPMorgan”) hereby notifies the Issuer that: (i) JPMorgan
and/or its affiliates may from time to time purchase, hold or sell, as principal and/or agent, commercial paper issued by Chariot Funding,
LLC; (ii) JPMorgan and/or its affiliates act as Funding Agent for Chariot Funding, LLC, and as Funding Agent JPMorgan manages Chariot
Funding, LLC’s issuance of commercial paper, including the selection of amount and tenor of commercial paper issuance, and the discount
or interest rate applicable thereto; (iii) JPMorgan and/or its affiliates act as a commercial paper dealer for Chariot Funding, LLC; and
(iv) JPMorgan’s activities as Funding Agent and commercial paper dealer for Chariot Funding, LLC, and as a purchaser or seller of
commercial paper, impact the interest or discount rate applicable to the commercial paper issued by Chariot Funding, LLC, which impact
the Class A CP Rate paid by the Issuer hereunder. By execution hereof, the Issuer hereby (x) acknowledges the foregoing and agrees that
JPMorgan does not warrant or accept any responsibility for, and shall not have any liability with respect to, the interest or discount
rate paid by Chariot Funding, LLC in connection with its commercial paper issuance; (y) acknowledges that the discount or interest rate
at which JPMorgan and/or its affiliates purchase or sell commercial paper will be determined by JPMorgan and/or its affiliates in their
sole discretion and may differ from the discount or interest rate applicable to comparable transactions entered into by JPMorgan and/or
its affiliates on the relevant date; and (z) waives any conflict of interest arising by reason of JPMorgan and/or its affiliates acting
as Funding Agent and commercial paper dealer for Chariot Funding, LLC while acting as purchaser or seller of commercial paper.


 


Article
IV


 


SERIES-SPECIFIC COLLATERAL


 


Section 4.1.          
Granting Clause. In order to secure and provide for the repayment and payment of the Note Obligations with respect to the
Series 2021-A Notes, HVF III hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee,
for the benefit of the Series 2021-A Noteholders, all of HVF III’s right, title and interest in and to the following (whether now
or hereafter existing or acquired):


 


(a)           each
Series 2021-A Account, including any security entitlement with respect to Financial Assets credited thereto;


 


(b)           all
funds, Financial Assets or other assets on deposit in or credited to each Series 2021-A Account from time to time;


 






    35


     


    

 


(c)          
all certificates and instruments, if any, representing or evidencing any or all of each Series
2021-A Account, the funds on deposit therein or any security entitlement with respect to Financial Assets credited thereto from time to
time;


 


(d)          
all investments made at any time and from time to time with monies in each Series 2021-A Account,
whether constituting securities, instruments, general intangibles, investment property, Financial Assets or other property;


 


(e)          
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 Series 2021-A Account, the funds on deposit therein from time to time or
the investments made with such funds;


 


(f)           
all Proceeds of any and all of the foregoing clauses (a) through (e), including cash
(with respect to each Series 2021-A Account, the items in the foregoing clauses (a) through (e) and this clause (f) with
respect to such Series 2021-A Account are referred to, collectively, as the “Series 2021-A Account Collateral”);


 


(g)          
each Series 2021-A Demand Note;


 


(h)          
all certificates and instruments, if any, representing or evidencing each Series 2021-A Demand
Note;


 


(i)           
each Series 2021-A Interest Rate Cap; and


 


(j)           
all Proceeds of any and all of the foregoing.


 


Section 4.2.           
Series 2021-A Accounts. With respect to the Series 2021-A Notes only, the following shall apply:


 


(a)          
Establishment of Series 2021-A Accounts.


 


(i)           
HVF III shall establish and maintain in the name of, and under the control of, the Trustee for
the benefit of the Series 2021-A Noteholders three securities accounts: the Series 2021-A Principal Collection Account (such account,
the “Series 2021-A Principal Collection Account”), the Series 2021-A Interest Collection Account (such account, the
 “Series 2021-A Interest Collection Account”) and the Series 2021-A Reserve Account (such account, the “Series
2021-A Reserve Account”).


 


(ii)          
On or prior to the date of any drawing under a Series 2021-A Letter of Credit pursuant to Section
5.5 (Series 2021-A Letters of Credit and Series 2021-A Demand Notes) or Section 5.7 (Series 2021-A Letters of Credit
and Series 2021-A L/C Cash Collateral Account), HVF III shall establish and maintain in the name of, and under the control of, the
Trustee for the benefit of the Series 2021-A Noteholders the Series 2021-A L/C Cash Collateral Account (the “Series 2021-A L/C
Cash Collateral Account”).


 


(iii)         
The Trustee has established and maintained, and shall continue to maintain, in the name of, and
under the control of, the Trustee for the benefit of the Series 2021-A Noteholders the Series 2021-A Distribution Account (the “Series
2021-A Distribution Account”, and together with the Series 2021-A Principal Collection Account, the Series 2021-A Interest Collection
Account, the Series 2021-A Reserve Account and the Series 2021-A L/C Cash Collateral Account, the “Series 2021-A Accounts”).


 






    36


     


    

 


(b)          
Series 2021-A Account Criteria.


 


(i)           
Each Series 2021-A Account shall bear a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series 2021-A Noteholders.


 


(ii)          
Each Series 2021-A Account shall be an Eligible Account. If any Series 2021-A Account is at any
time no longer an Eligible Account, HVF III shall, within ten (10) Business Days of an Authorized Officer of HVF III obtaining actual
knowledge that such Series 2021-A Account is no longer an Eligible Account, establish a new Series 2021-A Account for such non-qualifying
Series 2021-A Account that is an Eligible Account, and if a new Series 2021-A Account is so established, HVF III shall instruct the Trustee
in writing to transfer all cash and investments from such non-qualifying Series 2021-A Account into such new Series 2021-A Account. Initially,
each of the Series 2021-A Accounts will be established with The Bank of New York Mellon Trust Company, N.A.


 


(c)          
Administration of the Series 2021-A Accounts.


 


(i)           
HVF III may instruct (by standing instructions or otherwise) any institution maintaining any Series
2021-A Accounts to invest funds on deposit in such Series 2021-A Account from time to time in Permitted Investments in the name of the
Trustee or the Securities Intermediary and Permitted Investments shall be credited to the applicable Series 2021-A Account; provided,
however, that:


 


A.           
any such investment in the Series 2021-A Reserve Account or the Series 2021-A Distribution Account
shall mature not later than the first Payment Date following the date on which such investment was made; and


 


B.           
any such investment in the Series 2021-A Principal Collection Account, the Series 2021-A Interest
Collection Account or the Series 2021-A L/C Cash Collateral Account shall mature not later than the Business Day prior to the first Payment
Date following the date on which such investment was made, unless in any such case 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 such Payment Date.


 


(ii)          
HVF III 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.


 


(iii)         
In the absence of written investment instructions hereunder, funds on deposit in the Series 2021-A
Accounts shall remain uninvested.


 






    37


     


    

 


(d)         
Earnings from Series 2021-A Accounts. With respect to each Series 2021-A Account, all interest
and earnings (net of losses and investment expenses) paid on funds on deposit in or on any security entitlement with respect to Financial
Assets credited to such Series 2021-A Account shall be deemed to be on deposit therein and available for distribution unless previously
distributed pursuant to the terms hereof.


 


(e)          
Termination of Series 2021-A Accounts.


 


(i)           
On or after the date on which the Series 2021-A Notes are fully paid, the Trustee, acting in accordance
with the written instructions of HVF III, shall withdraw from each Series 2021-A Account (other than the Series 2021-A L/C Cash Collateral
Account) all remaining amounts on deposit therein and pay such amounts to HVF III.


 


(ii)           
Upon the termination of this Series 2021-A Supplement in accordance with its terms, the Trustee,
acting in accordance with the written instructions of HVF III, after the prior payment of all amounts due and owing to the Series 2021-A
Noteholders and payable from the Series 2021-A L/C Cash Collateral Account as provided herein, shall withdraw from the Series 2021-A L/C
Cash Collateral Account all amounts on deposit therein and shall pay such amounts:


 


first, pro rata to the Series 2021-A
Letter of Credit Providers, to the extent that there are unreimbursed Series 2021-A Disbursements due and owing to such Series 2021-A
Letter of Credit Providers, for application in accordance with the provisions of the respective Series 2021-A Letters of Credit, and


 


second, to HVF III any remaining amounts.


 


Section 4.3.           
Trustee as Securities Intermediary.


 


(a)          
With respect to each Series 2021-A Account, the Trustee or other Person maintaining such Series
2021-A Account shall be the “securities intermediary” (as defined in Section 8-102(a)(14) of the New York UCC and a “bank”
(as defined in Section 9-102(a)(8) of the New York UCC), in such capacities, the “Securities Intermediary”) with respect
to such Series 2021-A Account. If the Securities Intermediary in respect of any Series 2021-A Account is not the Trustee, HVF III shall
obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 4.3 (Trustee
as Securities Intermediary).


 


(b)         
The Securities Intermediary agrees that:


 


(i)           
The Series 2021-A Accounts are accounts to which Financial Assets will be credited;


 


(ii)          
All securities or other property underlying any Financial Assets credited to any Series 2021-A
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 2021-A Account be registered in the name of HVF III, payable to the order of HVF III or specially endorsed to HVF III;


 






    38


     


    

 


(iii)        
All property delivered to the Securities Intermediary pursuant to this Series 2021-A Supplement
and all Permitted Investments thereof will be promptly credited to the appropriate Series 2021-A Account;


 


(iv)         
Each item of property (whether investment property, security, instrument or cash) credited to a
Series 2021-A Account shall be treated as a Financial Asset;


 


(v)         
If at any time the Securities Intermediary shall receive any order or instructions from the Trustee
directing transfer or redemption of any Financial Asset relating to the Series 2021-A Accounts or any instruction with respect to the
disposition of funds therein, the Securities Intermediary shall comply with such entitlement order or instruction without further consent
by HVF III or the Administrator;


 


(vi)         
The Series 2021-A 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 New York UCC, New York shall be deemed to be the Securities Intermediary’s
jurisdiction (within the meaning of Section 9-304 and Section 8-110 of the New York UCC) and the Series 2021-A Accounts (as well as the
Securities Entitlements 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 2021-A Supplement,
will not enter into, any agreement with any other Person relating to the Series 2021-A Accounts and/or any Financial Assets credited thereto
pursuant to which it has agreed to comply with Entitlement Orders or instructions (within the meaning of Section 9-104 of the New York
UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Series 2021-A Supplement
will not enter into, any agreement with HVF III purporting to limit or condition the obligation of the Securities Intermediary to comply
with Entitlement Orders or instructions (within the meaning of Section 9-104 of the New York UCC) as set forth in Section 4.3(b)(v)
(Trustee as Securities Intermediary); and


 


(viii)       
Except for the claims and interest of the Trustee and HVF III in the Series 2021-A Accounts, the
Securities Intermediary knows of no claim to, or interest in, the Series 2021-A 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 2021-A Account or in any Financial
Asset carried therein, the Securities Intermediary will promptly notify the Trustee, the Administrator and HVF III thereof.


 


(c)          
The Trustee shall possess all right, title and interest in all funds on deposit from time to time
in the Series 2021-A Accounts and in all Proceeds thereof, and shall be the only person authorized to originate Entitlement Orders in
respect of the Series 2021-A Accounts.


 






    39


     


    

 


(d)         
Notwithstanding anything in Section 4.1 (Granting Clause), Section 4.2 (Series
2021-A Accounts) or this Section 4.3 (Trustee as Securities Intermediary) to the contrary, the parties hereto agree
that as permitted by Section 8-504(c)(1) of the New York UCC, with respect to any Series 2021-A Account, the Securities Intermediary may
satisfy the duty in Section 8-504(a) of the New York UCC with respect to any cash credited to such Series 2021-A Account by crediting
such Series 2021-A Account a general unsecured claim against the Securities Intermediary, as a bank, payable on demand, for the amount
of such cash.


 


(e)          
Notwithstanding anything in Section 4.1 (Granting Clause), Section 4.2 (Series
2021-A Accounts) or this Section 4.3 (Trustee as Securities Intermediary) to the contrary, with respect to any Series
2021-A Account and any credit balances not constituting Financial Assets credited thereto, the Securities Intermediary shall be acting
as a bank (as defined in Section 9-102(a)(8) of the New York UCC) if such Series 2021-A Account is deemed not to constitute a securities
account.


 


(f)           
As permitted by Article 4 of the Hague Convention on the Law Applicable to Certain Rights in Respect
of Securities Held with an Intermediary (the “Hague Convention”), the parties hereto agree that the law of the State
of New York shall govern the issues specified in Article 2 of the Hague Convention. The provisions of the immediately preceding sentence
shall be construed as an amendment to any other account agreement governing the Series 2021-A Accounts.


 


Section 4.4.          
Series 2021-A Interest Rate Caps.


 


(a)          
Requirement to Obtain Series 2021-A Interest Rate Caps.


 


(i)           
On or prior to July 30, 2021, HVF III shall acquire one or more Series 2021-A Interest Rate Caps
from Eligible Interest Rate Cap Providers with an aggregate notional amount at least equal to the sum of the Class A Maximum Principal
Amount and if the Class B Notes are issued at a floating rate, the Class B Principal Amount as of such date. The Series 2021-A Interest
Rate Caps shall provide, in the aggregate, that the aggregate notional amount of all Series 2021-A Interest Rate Caps shall amortize such
that the aggregate notional amount of all Series 2021-A Interest Rate Caps, as of any date of determination, shall be equal to or greater
than the product of (a) the sum of the Class A Maximum Principal Amount and the Class B Principal Amount as of the earlier of such date
and the Expected Final Payment Date and (b) the percentage set forth on Schedule III corresponding to such date, and HVF III shall
maintain, and, if necessary, amend existing Series 2021-A Interest Rate Caps (including in connection with a Class A Investor Group Maximum
Principal Increase or a Class B Investor Group Principal Increase or the addition of a Class A Additional Investor Group or a Class B
Additional Investor Group) or acquire one or more additional Series 2021-A Interest Rate Caps, such that the Series 2021-A Interest Rate
Caps, in the aggregate, shall provide that the notional amount of all Series 2021-A Interest Rate Caps shall amortize such that the aggregate
notional amount of all Series 2021-A Interest Rate Caps, as of any date of determination, shall be equal to or greater than the product
of (a) the sum of the Class A Maximum Principal Amount and the Class B Principal Amount as of the earlier of such date and the Expected
Final Payment Date and (b) the percentage set forth on Schedule III corresponding to such date. The strike rate of each Series
2021-A Interest Rate Cap shall not be greater than 1.50%.


 






    40


     


    

 


(ii)           
HVF III shall acquire each Series 2021-A Interest Rate Cap from an Eligible Interest Rate Cap Provider
that satisfies the Initial Counterparty Required Ratings as of the date HVF III acquires such Series 2021-A Interest Rate Cap.


 


(b)          
Failure to Remain an Eligible Interest Rate Cap Provider. Each Series 2021-A Interest Rate
Cap shall provide that, if as of any date of determination the Interest Rate Cap Provider (or if the present and future obligations of
such Interest Rate Cap Provider are guaranteed pursuant to a guarantee (in form and in substance which satisfies the other requirements
set forth in such Series 2021-A Interest Rate Cap), the related guarantor) with respect thereto is not an Eligible Interest Rate Cap Provider
as of such date of determination, then such Interest Rate Cap Provider will be required, at such Interest Rate Cap Provider’s expense,
to obtain a replacement interest rate cap on the same terms as such Series 2021-A Interest Rate Cap from an Eligible Interest Rate Cap
Provider within the time period specified in the related Series 2021-A Interest Rate Cap and, simultaneously with such replacement, HVF
III shall terminate the Series 2021-A Interest Rate Cap being replaced or such Interest Rate Cap Provider shall obtain a guarantee from
a replacement guarantor that satisfies the Initial Counterparty Required Ratings with respect to the present and future obligations of
such Interest Rate Cap Provider under such Series 2021-A Interest Rate Cap; provided that, no termination of the Series 2021-A
Interest Rate Cap shall occur until HVF III has entered into a replacement Series 2021-A Interest Rate Cap or obtained a guarantee pursuant
to this Section 4.4(b) (Failure to Remain an Eligible Interest Rate Cap Provider).


 


(c)          
Collateral Posting for Ineligible Interest Rate Cap Providers. Each Series 2021-A Interest
Rate Cap shall provide that, if the Interest Rate Cap Provider with respect thereto is required to obtain a replacement as described in
Section 4.4(b) (Failure to Remain an Eligible Interest Rate Cap Provider) and such replacement is not obtained within the
period specified in the Series 2021-A Interest Rate Cap, then such Interest Rate Cap Provider must, until such replacement is obtained
or such Interest Rate Cap Provider again becomes an Eligible Interest Rate Cap Provider, post and maintain collateral in order to meet
its obligations under such Series 2021-A Interest Rate Cap in an amount determined pursuant to the credit support annex entered into in
connection with such Series 2021-A Interest Rate Cap (a “Credit Support Annex”).


 


(d)         
Interest Rate Cap Provider Replacement. Each Series 2021-A Interest Rate Cap shall provide
that, if HVF III is unable to cause such Interest Rate Cap Provider to take any of the required actions described in Sections 4.4(b)
(Failure to Remain an Eligible Interest Rate Cap Provider) and (c) (Collateral Posting for Ineligible Interest Rate Cap
Providers) after making commercially reasonable efforts, then HVF III will obtain a replacement Series 2021-A Interest Rate Cap from
an Eligible Interest Rate Cap Provider at the expense of the replaced Interest Rate Cap Provider or, if the replaced Interest Rate Cap
Provider fails to make such payment, at the expense of HVF III (in which event, such expense shall be considered Series 2021-A Carrying
Charges and shall be paid from Interest Collections available pursuant to Section 5.3 (Application of Funds in the Series 2021-A
Interest Collection Account) or, at the option of HVF III, from any other source available to it).


 






    41


     


    

 


(e)          
Treatment of Collateral Posted. Each Series 2021-A Noteholder by its acceptance of a Series
2021-A Note hereby acknowledges and agrees, and directs the Trustee to acknowledge and agree, and the Trustee, at such direction, hereby
acknowledges and agrees, that any collateral posted by an Interest Rate Cap Provider pursuant to clause (b) or (c) above
(A) is collateral solely for the obligations of such Interest Rate Cap Provider under its Series 2021-A Interest Rate Cap, (B) does not
constitute collateral for the Series 2021-A Notes (provided that in order to secure and provide for the payment of the Note Obligations
with respect to the Series 2021-A Notes, HVF III has pledged each Series 2021-A Interest Rate Cap and its security interest in any collateral
posted in connection therewith as collateral for the Series 2021-A Notes), (C) will in no event be available to satisfy any obligations
of HVF III hereunder or otherwise unless and until such Interest Rate Cap Provider defaults in its obligations under its Series 2021-A
Interest Rate Cap and such collateral is applied in accordance with the terms of such Series 2021-A Interest Rate Cap to satisfy such
defaulted obligations of such Interest Rate Cap Provider, and (D) shall be held by the Trustee in a segregated account in accordance with
the terms of the applicable Credit Support Annex.


 


(f)          
Proceeds from Series 2021-A Interest Rate Caps. HVF III shall require all proceeds of each
Series 2021-A Interest Rate Cap (including amounts received in respect of the obligations of the related Interest Rate Cap Provider from
a guarantor or from the application of collateral posted by such Interest Rate Cap Provider) to be paid to the Series 2021-A Interest
Collection Account, and the Administrator hereby directs the Trustee to deposit, and the Trustee shall so deposit, any proceeds it receives
under each Series 2021-A Interest Rate Cap into the Series 2021-A Interest Collection Account.


 


Section 4.5.           
Demand Notes.


 


(a)         
Trustee Authorized to Make Demands. The Trustee, for the benefit of the Series 2021-A Noteholders,
shall be the only Person authorized to make a demand for payment on any Series 2021-A Demand Note.


 


(b)          
Modification of Demand Note. Other than pursuant to a payment made upon a demand thereon
by the Trustee pursuant to Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note), HVF III
shall not reduce the amount of any Series 2021-A Demand Note or forgive amounts payable thereunder so that the aggregate undrawn principal
amount of the Series 2021-A Demand Notes after such forgiveness or reduction is less than the greater of (i) the Series 2021-A Letter
of Credit Liquidity Amount as of the date of such reduction or forgiveness and (ii) an amount equal to 2.0% of the Series 2021-A Principal
Amount as of the date of such reduction or forgiveness. Other than in connection with a reduction or forgiveness in accordance with the
first sentence of this Section 4.5(b) (Modification of Demand Note) or an increase in the stated amount of any Series 2021-A
Demand Note, HVF III shall not agree to any amendment of any Series 2021-A Demand Note without first obtaining the prior written consent
of the Series 2021-A Required Noteholders.


 


Section 4.6.         
Subordination. The Series-Specific 2021-A Collateral has been pledged to the Trustee to secure the Series 2021-A Notes.
For all purposes hereunder and for the avoidance of doubt, the Series-Specific 2021-A Collateral and each Series 2021-A Letter of Credit
will be held by the Trustee solely for the benefit of Series 2021-A Noteholders, and no Noteholder of any Series of Notes other than the
Series 2021-A Notes will have any right, title or interest in, to or under the Series-Specific 2021-A Collateral or any Series 2021-A
Letter of Credit. For the avoidance of doubt, if it is determined that the Series 2021-A Noteholders have any right, title or interest
in, to or under the Series-Specific Collateral with respect to any Series of Notes other than Series 2021-A Notes, then the Series 2021-A
Noteholders agree that their right, title and interest in, to or under such Series-Specific Collateral shall be subordinate in all respects
to the claims or rights of the Noteholders with respect to such other Series of Notes, and in such case, this Series 2021-A Supplement
shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.


 






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Section 4.7.          
Duty of the Trustee. Except for actions expressly authorized by the Base Indenture or this Series 2021-A Supplement, the
Trustee shall take no action reasonably likely to impair the security interests created hereunder in any of the Series-Specific 2021-A
Collateral now existing or hereafter created or to impair the value of any of the Series-Specific 2021-A Collateral now existing or hereafter
created.


 


Article
V



PRIORITY OF PAYMENTS


 


Section 5.1.          
Collections Allocation. Subject to the Past Due Rental Payments Priorities, on each Series 2021-A Deposit Date, HVF III
shall direct the Trustee in writing to apply, and the Trustee shall apply, all amounts deposited into the Collection Account on such date
as follows:


 


(a)          
first, withdraw the Series 2021-A Daily Principal Allocation, if any, for such date from the Collection Account and deposit
such amount into the Series 2021-A Principal Collection Account; and


 


(b)          
second, withdraw the Series 2021-A Daily Interest Allocation (other than any amount received in respect of the Series 2021-A
Interest Rate Caps that has already been deposited in the Series 2021-A Interest Collection Account), if any, for such date from the Collection
Account and deposit such amount in the Series 2021-A Interest Collection Account.


 


Section 5.2.          
Application of Funds in the Series 2021-A Principal Collection Account. Subject to the Past Due Rental Payments Priorities,
(i) on any Business Day, HVF III may direct the Trustee in writing to apply, and (ii) on each Payment Date and each date identified by
HVF III for a Decrease pursuant to Section 2.3 (Procedure for Decreasing the Principal Amount), HVF III shall direct the
Trustee in writing to apply, and in each case the Trustee shall apply, all amounts then on deposit in the Series 2021-A Principal Collection
Account on such date (after giving effect to all deposits thereto pursuant to Sections 5.4 (Series 2021-A Reserve Account Withdrawals)
and 5.5 (Series 2021-A Letters of Credit and Series 2021-A Demand Notes)) as follows (and in each case only to the extent
of funds available in the Series 2021-A Principal Collection Account on such date):


 


(a)          
first, if such date is a Payment Date, then for deposit into the Series 2021-A Interest
Collection Account an amount equal to the Senior Interest Waterfall Shortfall Amount, if any, with respect to such Payment Date;


 


(b)          
second, on any such date during the Series 2021-A Revolving Period, for deposit into the
Series 2021-A Reserve Account an amount equal to the Series 2021-A Reserve Account Deficiency Amount, if any, for such date (calculated
after giving effect to any withdrawals from the Series 2021-A Reserve Account pursuant to Section 5.4 (Series 2021-A
Reserve Account Withdrawals) and deposits to the Series 2021-A Reserve Account on such date pursuant
to Section 5.3 (Application of Funds in the Series 2021-A Interest Collection Account));


 






    43


     


    

 


(c)          
third, for deposit into the Series 2021-A Distribution Account to make a Class A Mandatory Decrease, if applicable on such
day, in accordance with Section 2.3(b)(i) (Obligation to Decrease Class A Notes), for payment of the related Class A Mandatory
Decrease Amount on such date to the Class A Noteholders of each Class A Investor Group, on a pro rata basis (based on the Class
A Investor Group Principal Amount as of such date for each such Class A Investor Group) as payment of principal of the Class A Notes until
the Class A Noteholders have been paid such amount in full;


 


(d)          
fourth, on any such date during the Series 2021-A Rapid Amortization Period, for deposit
into the Series 2021-A Distribution Account, for payment on such date to (i) first, the Class A Noteholders of each Class A Investor Group,
on a pro rata basis (based on the Class A Investor Group Principal Amount as of such date for each such Class A Investor Group)
as payment of principal of the Class A Notes until the Class A Noteholders have been paid the Class A Principal Amount in full, (ii) second,
the Class B Noteholders of each Class B Investor Group, on a pro rata basis (based on the Class B Investor Group Principal Amount
as of such date for each such Class B Investor Group) as payment of principal of the Class B Notes until the Class B Noteholders have
been paid the Class B Principal Amount in full and (iii) third, the Class RR Noteholder as payment of principal of the Class RR Note until
the Class RR Noteholder has been paid the Class RR Principal Amount in full;


 


(e)           
fifth, if such date is a Payment Date, for deposit into the Series 2021-A Distribution Account
to pay (i) first, the Class A Noteholders on a pro rata basis (based on the amount owed to each such Class A Noteholder), any remaining
amounts owing on such Payment Date to such Class A Noteholders as Series 2021-A Carrying Charges (after giving effect to the payments
in Sections 5.3(a) (Application of Funds in the Series 2021-A Interest Collection Account) through 5.3(k) (Application
of Funds in the Series 2021-A Interest Collection Account) below), (ii) second, the Class B Noteholders on a pro rata basis
(based on the amount owed to each such Class B Noteholder), any remaining amounts owing on such Payment Date to such Class B Noteholders
as Series 2021-A Carrying Charges (after giving effect to the payments in Sections 5.3(a) (Application of Funds in the Series
2021-A Interest Collection Account) through 5.3(k) (Application of Funds in the Series 2021-A Interest Collection Account)
and (iii) third, the Class RR Noteholder, any remaining amounts owing on such Payment Date to the Class RR Noteholder as Series 2021-A
Carrying Charges (after giving effect to the payments in Sections 5.3(a) (Application of Funds in the Series 2021-A Interest
Collection Account) through 5.3(k) (Application of Funds in the Series 2021-A Interest Collection Account) below);


 


(f)           
sixth, if such date is a Payment Date, for deposit into the Series 2021-A Distribution Account
to pay (i) first, the Class A Noteholders on a pro rata basis (based on the amount owed to each such Class A Noteholder), the Class
A Monthly Default Interest Amounts, if any, owing to each such Class A Noteholder on such Payment Date (after giving effect to the payments
in Sections 5.3(a) (Application of Funds in the Series 2021-A Interest Collection Account) through 5.3(l) (Application
of Funds in the Series 2021-A Interest Collection Account) below), (ii) second, the Class B Noteholders on a pro rata basis
(based on the amount owed to each such Class B Noteholder), the Class B Monthly Default Interest Amounts, if any, owing to each such Class
B Noteholder on such Payment Date (after giving effect to the payments in Sections 5.3(a) (Application of Funds in the Series
2021-A Interest Collection Account) through 5.3(l) (Application of Funds in the Series 2021-A Interest Collection Account)
below) and (iii) third, the Class RR Noteholder, the Class RR Monthly Default Interest Amounts, if any, owing to the Class RR Noteholder
on such Payment Date (after giving effect to the payments in Sections 5.3(a) (Application of Funds in the Series 2021-A Interest
Collection Account) through 5.3(l) (Application of Funds in the Series 2021-A Interest Collection Account) below);


 






    44


     


    

 


(g)           seventh, at the option of HVF III, for deposit into the Series 2021-A Distribution Account
to make a Class A Voluntary Decrease, if applicable on such day, for payment of the related Class A Voluntary Decrease Amount on such
date (x) first, in the event that HVF III has elected to prepay any Class A Terminated Purchaser’s Class A Investor Group, to such
Class A Terminated Purchaser up to such Class A Terminated Purchaser’s Class A Investor Group Principal Amount as of such date and
(y) second, any remaining portion of such Class A Voluntary Decrease Amount, to the Class A Noteholders of each Class A Investor Group
on a pro rata basis (based on the Class A Investor Group Principal Amount as of such date for each such Class A Investor Group),
in each case as a payment of principal of the Class A Notes until the applicable Class A Noteholders have been paid the applicable amount
in full;


 


(h)           eighth, the balance, if any, shall be released to or at the direction of HVF III, including
for re-deposit to the Series 2021-A Principal Collection Account, or, if ineligible for release to HVF III, shall remain on deposit in
the Series 2021-A Principal Collection Account;


 


provided that, (i) the application of such
funds pursuant to Sections 5.2(a), (e), (f) or (h) (Application of Funds in the Series 2021-A Principal
Collection Account) may not be made if a Principal Deficit Amount would exist as a result of such application and (ii) the application
of such funds pursuant to Sections 5.2(a), (e), (f) or (h) (Application of Funds in the Series 2021-A Principal
Collection Account) above may be made only to the extent that no Potential Amortization Event pursuant to Section 7.1(d) (Amortization
Events) with respect to the Series 2021-A Notes exists as of such date or would occur as a result of such application.


 


Section 5.3.           
Application of Funds in the Series 2021-A Interest Collection Account. Subject to the Past Due Rental Payments Priorities,
on each Payment Date, HVF III shall direct the Trustee in writing to apply, and the Trustee shall apply, all amounts then on deposit in
the Series 2021-A Interest Collection Account (after giving effect to all deposits thereto pursuant to Sections 5.2 (Application
of Funds in the Series 2021-A Principal Collection Account), 5.4 (Series 2021-A Reserve Account Withdrawals) and 5.5
(Series 2021-A Letters of Credit and Series 2021-A Demand Notes)) on such day as follows (and in each case only to the extent of
funds available in the Series 2021-A Interest Collection Account):


 


(a)           
first, to the Series 2021-A Distribution Account to pay to the Administrator the Series
2021-A Capped Administrator Fee Amount with respect to such Payment Date;


 


(b)           second,
to the Series 2021-A Distribution Account to pay the Trustee the Series 2021-A Capped Trustee Fee Amount with respect to such Payment
Date; provided, that following the occurrence and during the continuation of a Series 2021-A Amortization Event, at the direction
of the Program Agent, the Series 2021-A Capped Fee Trustee Amount shall not be subject to a cap or may be subject to an increased cap
as determined by the Program Agent;


 






    45


     


    

 


(c)          
third, to the Series 2021-A Distribution Account to pay the Persons to whom the Series 2021-A
Capped HVF III Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the amount owed
to each such Person), such Series 2021-A Capped HVF III Operating Expense Amounts owing to such Persons on such Payment Date;


 


(d)          
fourth, to the Series 2021-A Distribution Account to pay (i) first, the Class A Noteholders
on a pro rata basis (based on the amount owed to each such Class A Noteholder), the Class A Monthly Interest Amount with respect
to such Payment Date, (ii) second, the Class B Noteholders on a pro rata basis (based on the amount owed to each such Class B Noteholder),
the Class B Monthly Interest Amount with respect to such Payment Date and (iii) third, the Class RR Noteholder, the Class RR Monthly Interest
Amount with respect to such Payment Date;


 


(e)          
fifth, to the Series 2021-A Distribution Account to pay the Program Agent the Program Agent
Fee with respect to such Payment Date; provided that, following the occurrence and during the continuation of any Series 2021-A
Amortization Event, at the direction of the Program Agent, any legal expenses of the Program Agent, subject to a cap of $250,000 per month
(which amount shall be cumulative whether or not used in any one month (such cap, the “Program Agent Expense Cap”));


 


(f)          
sixth, on any such Payment Date during the Series 2021-A Revolving Period, other than on
any such Payment Date on which a withdrawal has been made pursuant to Section 5.4(a) (Series 2021-A Reserve Account Withdrawals),
for deposit to the Series 2021-A Reserve Account in an amount equal to the Series 2021-A Reserve Account Deficiency Amount, if any, for
such date (calculated after giving effect to any withdrawals from the Series 2021-A Reserve Account pursuant to Section 5.4 (Series
2021-A Reserve Account Withdrawals));


 


(g)          
seventh, to the Series 2021-A Distribution Account to pay to the Administrator the Series
2021-A Excess Administrator Fee Amount with respect to such Payment Date;


 


(h)          
eighth, to the Series 2021-A Distribution Account to pay to the Trustee the Series 2021-A
Excess Trustee Fee Amount with respect to such Payment Date;


 


(i)           
ninth, to the Series 2021-A Distribution Account to pay the Persons to whom the Series 2021-A
Excess HVF III Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the amount owed
to each such Person), such Series 2021-A Excess HVF III Operating Expense Amounts owing to such Persons on such Payment Date;


 


(j)           
tenth, on any such date during the Series 2021-A Rapid Amortization Period, for deposit into the Series 2021-A Principal
Collection Account, for payment on such date to (i) first, the Class A Noteholders of each Class A Investor Group, on a pro rata basis
(based on the Class A Investor Group Principal Amount as of such date for each such Class A Investor Group) as payment of principal of
the Class A Notes until the Class A Noteholders have been paid the Class A Principal Amount in full (after giving effect to the payments
in Sections 5.3(a) (Application of Funds in the Series 2021-A Interest Collection Account) through 5.3(i) (Application
of Funds in the Series 2021-A Interest Collection Account) above) and (ii) second, the Class B Noteholders of each Class B Investor
Group, on a pro rata basis (based on the Class B Investor Group Principal Amount as of such date for each such Class B Investor Group)
as payment of principal of the Class B Notes until the Class B Noteholders have been paid the Class B Principal Amount in full (after
giving effect to the payments in Sections 5.3(a) (Application of Funds in the Series 2021-A Interest Collection Account)
through 5.3(i) (Application of Funds in the Series 2021-A Interest Collection Account) above);


 






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(k)           eleventh,
to the Series 2021-A Distribution Account to pay (i) first, the Class A Noteholders on a pro rata basis (based on the amount owed
to each such Class A Noteholder), any remaining amounts owing on such Payment Date to such Class A Noteholders as Series 2021-A Carrying
Charges (after giving effect to the payments in Sections 5.3(a) (Application of Funds in the Series 2021-A Interest
Collection Account) through 5.3(j) (Application of Funds in the Series 2021-A Interest
Collection Account) above), (ii) second, the Class B Noteholders on a pro rata basis (based
on the amount owed to each such Class B Noteholder), any remaining amounts owing on such Payment Date to such Class B Noteholders as
Series 2021-A Carrying Charges and (iii) the Class RR Noteholder, any remaining amounts owing on such Payment Date to the Class RR Noteholder
as Series 2021-A Carrying Charges (after giving effect to the payments in Sections 5.3(a) (Application of Funds in the
Series 2021-A Interest Collection Account) through 5.3(j) (Application of Funds
in the Series 2021-A Interest Collection Account) above);


 


(l)           
twelfth, to the Series 2021-A Distribution Account to pay (i) first, the Class A Noteholders
on a pro rata basis (based on the amount owed to each such Class A Noteholder), the Class A Monthly Default Interest Amounts, if
any, owing to each such Class A Noteholder on such Payment Date (after giving effect to the payments in Sections 5.3(a)
(Application of Funds in the Series 2021-A Interest Collection Account) through 5.3(k)
(Application of Funds in the Series 2021-A Interest Collection Account) above), (ii) second, the
Class B Noteholders on a pro rata basis (based on the amount owed to each such Class B Noteholder), the Class B Monthly Default
Interest Amounts, if any, owing to each such Class B Noteholder on such Payment Date and (iii) the Class RR Noteholder, the Class RR Monthly
Default Interest Amounts, if any, owing to the Class RR Noteholder on such Payment Date (after giving effect to the payments in Sections
5.3(a) (Application of Funds in the Series 2021-A Interest Collection Account) through
5.3(k) (Application of Funds in the Series 2021-A Interest Collection Account) above);
and


 


(m)         
thirteenth, for deposit into the Series 2021-A Principal Collection Account any remaining
amount.


 


Section 5.4.          
Series 2021-A Reserve Account Withdrawals. On each Payment Date, HVF III shall direct the Trustee in writing, prior to 12:00
noon (New York City time) on such Payment Date, to apply, and the Trustee shall apply on such date, all amounts then on deposit (without
giving effect to any deposits thereto pursuant to Sections 5.2 (Application of Funds in the Series 2021-A Principal Collection
Account) and 5.3 (Application of Funds in the Series 2021-A Interest Collection Account)) in the Series 2021-A Reserve
Account as follows (and in each case only to the extent of funds available in the Series 2021-A Reserve Account):


 


(a)          
first, to the Series 2021-A Interest Collection Account an amount equal to the excess, if
any, of the Series 2021-A Payment Date Interest Amount for such Payment Date over the Series 2021-A Payment Date Available Interest Amount
for such Payment Date (with respect to such Payment Date, the excess, if any, of such excess over the Series 2021-A Available Reserve
Account Amount on such Payment Date, the “Series 2021-A Reserve Account Interest Withdrawal Shortfall”);


 






    47


     


    

 


(b)           second,
if the Principal Deficit Amount is greater than zero on such Payment Date, then to the Series 2021-A Principal Collection Account an
amount equal to such Principal Deficit Amount; and


 


(c)          
third, if on the Legal Final Payment Date the amount to be distributed, if any, from the
Series 2021-A Distribution Account in accordance with Section 5.2 (Application of Funds in the Series 2021-A Principal
Collection Account) (prior to giving effect to any withdrawals from the Series 2021-A Reserve Account
pursuant to this clause) on such Legal Final Payment Date is insufficient to pay the Series 2021-A Principal Amount in full on such Legal
Final Payment Date, then to the Series 2021-A Principal Collection Account, an amount equal to such insufficiency;


 


provided that, if no amounts are required
to be applied pursuant to this Section 5.4 (Series 2021-A Reserve Account Withdrawals) on such date, then HVF III shall
have no obligation to provide the Trustee such written direction on such date.


 


Section 5.5.            Series
2021-A Letters of Credit and Series 2021-A Demand Notes.


 


(a)           Interest Deficit and Lease Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit. If HVF III
determines on any Payment Date that there exists a Series 2021-A Reserve Account Interest Withdrawal Shortfall with respect to such Payment
Date, then HVF III shall instruct the Trustee in writing to draw on the Series 2021-A 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, by 12:00 p.m. (New York City
time) on such Payment Date, shall draw an amount, as set forth in such notice, equal to the least of (i) such Series 2021-A Reserve Account
Interest Withdrawal Shortfall, (ii) the Series 2021-A Letter of Credit Liquidity Amount as of such Payment Date and (iii) the Series 2021-A
Lease Interest Payment Deficit for such Payment Date, by presenting to each Series 2021-A Letter of Credit Provider a draft accompanied
by a Series 2021-A Certificate of Credit Demand on the Series 2021-A Letters of Credit; provided that, if the Series 2021-A L/C
Cash Collateral Account has been established and funded, then the Trustee shall withdraw from the Series 2021-A L/C Cash Collateral Account
and deposit into the Series 2021-A Interest Collection Account an amount equal to the lesser of (1) the Series 2021-A L/C Cash Collateral
Percentage on such Payment Date of the least of the amounts described in clauses (i), (ii) and (iii) above and (2) the Series 2021-A Available
L/C Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Series 2021-A
Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2021-A Letters of Credit
and the proceeds of any such withdrawal from the Series 2021-A L/C Cash Collateral Account into the Series 2021-A Interest Collection
Account on such Payment Date; provided that if HVF III fails to instruct the Trustee in writing
to draw on the Series 2021-A Letters of Credit, the Program Agent may direct the Trustee to draw on the Series 2021-A Letters of Credit.


 






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(b)        
Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series
2021-A Letters of Credit. If HVF III determines on any Payment Date that there exists a Series 2021-A Lease Principal Payment Deficit
that exceeds the amount, if any, withdrawn from the Series 2021-A Reserve Account pursuant to Section 5.4(b) (Series 2021-A
Reserve Account Withdrawals), then HVF III shall instruct the Trustee in writing to draw (provided that if HVF III fails to
so instruct the Trustee then the Program Agent may direct the Trustee to draw) on the Series 2021-A Letters of Credit, if any, in an amount
equal to the least of:


 


(i)             
such excess;


 


(ii)            
the Series 2021-A Letter of Credit Liquidity Amount (after giving effect to any drawings on the
Series 2021-A Letters of Credit on such Payment Date pursuant to Section 5.5(a) (Series 2021-A Letters of Credit and Series
2021-A Demand Notes)); and


 


(iii)          
on any such Payment Date other than the Legal Final Payment Date, the excess, if any, of the Principal
Deficit Amount over the amount, if any, withdrawn from the Series 2021-A Reserve Account pursuant to Section 5.4(b) (Series
2021-A Reserve Account Withdrawals) and (y) on the Legal Final Payment Date, the excess, if any, of the Series 2021-A Principal Amount
over the amount to be deposited into the Series 2021-A Distribution Account (other than as a result of this Section 5.5(b) (Principal
Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit) and Section 5.5(c)
(Principal Deficit Amount – Draws on Series 2021-A Demand Note)) on the Legal Final Payment Date for payment of principal
of the Series 2021-A Notes.


 


Upon receipt of a notice by
the Trustee from HVF III (or the Program Agent as set forth above) in respect of a Series 2021-A 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 Series 2021-A Letters of Credit by presenting
to each Series 2021-A Letter of Credit Provider a draft accompanied by a Series 2021-A Certificate of Credit Demand; provided however,
that if the Series 2021-A L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2021-A
L/C Cash Collateral an amount equal to the lesser of (x) the Series 2021-A L/C Cash Collateral Percentage on such Payment Date of the
amount set forth in the notice provided to the Trustee by HVF III and (y) the Series 2021-A Available L/C Cash Collateral Account Amount
on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a) (Interest
Deficit and Lease Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit)), and the Trustee shall draw an
amount equal to the remainder of such amount on the Series 2021-A Letters of Credit. The Trustee shall deposit, or cause the deposit of,
the proceeds of any such draw on the Series 2021-A Letters of Credit and the proceeds of any such withdrawal from the Series 2021-A L/C
Cash Collateral Account into the Series 2021-A Principal Collection Account on such Payment Date.


 






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(c)         
Principal Deficit Amount – Draws on Series 2021-A Demand Note. If (A) on any Determination
Date, HVF III determines that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect to any draws on the
Series 2021-A Letters of Credit on such Payment Date pursuant to Section 5.5(b) (Principal Deficit and Lease Principal Payment
Deficit Events – Initial Draws on Series 2021-A Letters of Credit)) will be greater than zero or (B) on the Determination Date
related to the Legal Final Payment Date, HVF III determines that the Series 2021-A Principal Amount exceeds the amount to be deposited
into the Series 2021-A Distribution Account (other than as a result of this Section 5.5(c) (Principal Deficit Amount –
Draws on Series 2021-A Demand Note)) on the Legal Final Payment Date for payment of principal of the Series 2021-A Notes, then, prior
to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Date, HVF III shall instruct (provided that
if HVF III fails to so instruct the Trustee then the Program Agent may instruct the Trustee) the Trustee in writing (and provide the requisite
information to the Trustee) to deliver a demand notice substantially in the form of Exhibit B-2 (each a “Demand Notice”)
on Hertz for payment under the Series 2021-A Demand Note in an amount equal to the lesser of (i) (x) on any such Determination Date related
to a Payment Date other than the Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Series
2021-A Principal Collection Account in accordance with Sections 5.4(b) (Series 2021-A Reserve Account Withdrawals) and Section
5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)
and (y) on the Determination Date related to the Legal Final Payment Date, the excess, if any, of the Series 2021-A Principal Amount over
the amount to be deposited into the Series 2021-A Distribution Account (together with any amounts to be deposited therein pursuant to
the terms of this Series 2021-A Supplement (other than this Section 5.5(c) (Principal Deficit Amount – Draws on Series
2021-A Demand Note))) on the Legal Final Payment Date for payment of principal of the Series 2021-A Notes, and (ii) the principal
amount of the Series 2021-A Demand Note. 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 sixty (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 2021-A Demand Note to be deposited into the Series 2021-A Principal Collection Account.


 


(d)        
Principal Deficit Amount – Draws on Series 2021-A Letters of Credit. If the Trustee
shall have delivered a Demand Notice as provided in Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A
Demand Note) and Hertz shall have failed to pay to the Trustee or deposit into the Series 2021-A 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,
(i) 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 sixty (60) consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand
Notice to Hertz, or (ii) there is a Preference Amount, then the Trustee shall draw on (provided that if HVF III fails to instruct
the Trustee in writing to draw on the Series 2021-A Letters of Credit then the Program Agent may direct the Trustee to draw on) the Series
2021-A Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the lesser of:


 


(i)            
the amount that Hertz failed to pay under the Series 2021-A Demand Note, or the amount that the
Trustee failed to demand for payment thereunder, or the Preference Amount, as the case may be, and


 






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(ii)            
the Series 2021-A Letter of Credit Amount on such Business Day,


 


in each case by presenting to each Series 2021-A
Letter of Credit Provider a draft accompanied by a Series 2021-A Certificate of Unpaid Demand Note Demand or, in the case of a Preference
Amount, a Series 2021-A Certificate of Preference Payment Demand; provided however, that if the Series 2021-A L/C Cash Collateral
Account has been established and funded, the Trustee shall withdraw from the Series 2021-A L/C Cash Collateral Account an amount equal
to the lesser of (x) the Series 2021-A L/C Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses
(i) and (ii) immediately above and (y) the Series 2021-A Available L/C Cash Collateral Account Amount on such Business Day
(after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a) (Interest Deficit and Lease
Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit) and Section 5.5(b) (Principal Deficit
and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)), and the Trustee shall draw
an amount equal to the remainder of such amount on the Series 2021-A Letters of Credit. The Trustee shall deposit, or cause the deposit
of, the proceeds of any such draw on the Series 2021-A Letters of Credit and the proceeds of any such withdrawal from the Series 2021-A
L/C Cash Collateral Account into the Series 2021-A Principal Collection Account on such date.


 


(e)         
Draws on the Series 2021-A Letters of Credit. If there is more than one Series 2021-A Letter
of Credit on the date of any draw on the Series 2021-A Letters of Credit pursuant to the terms of this Series 2021-A Supplement (other
than pursuant to Section 5.7(b) (Series 2021-A Letter of Credit Provider Downgrades)), then HVF III shall instruct the Trustee,
in writing, to draw on each Series 2021-A Letter of Credit an amount equal to the Pro Rata Share for such Series 2021-A Letter of Credit
of such draw on such Series 2021-A Letter of Credit.


 


Section 5.6.          
Past Due Rental Payments. On each Series 2021-A Deposit Date, HVF III will direct the Trustee in writing, prior to 1:00
p.m. (New York City time) on such date, to, and the Trustee shall, withdraw from the Collection Account all Collections then on deposit
representing Series 2021-A Past Due Rent Payments and deposit such amount into the Series 2021-A Interest Collection Account, and immediately
thereafter, the Trustee shall withdraw such amount from the Series 2021-A Interest Collection Account and apply the Series 2021-A Past
Due Rent Payment in the following order:


 


(i)            
if the occurrence of the related Series 2021-A Lease Payment Deficit resulted in one or more Series
2021-A L/C Credit Disbursements being made under any Series 2021-A Letters of Credit, then pay to or at the direction of Hertz for reimbursement
to each Series 2021-A Letter of Credit Provider who made such a Series 2021-A L/C Credit Disbursement an amount equal to the lesser of
(x) the unreimbursed amount of such Series 2021-A Letter of Credit Provider’s Series 2021-A L/C Credit Disbursement and (y) such
Series 2021-A Letter of Credit Provider’s pro rata portion, calculated on the basis of the unreimbursed amount of each such
Series 2021-A Letter of Credit Provider’s Series 2021-A L/C Credit Disbursement, of the amount of the Series 2021-A Past Due Rent
Payment;


 


(ii)           
if the occurrence of such Series 2021-A Lease Payment Deficit resulted in a withdrawal being made
from the Series 2021-A L/C Cash Collateral Account, then deposit in the Series 2021-A L/C Cash Collateral Account an amount equal to the
lesser of (x) the amount of the Series 2021-A Past Due Rent Payment remaining after any payments pursuant to clause (i) above and
(y) the amount withdrawn from the Series 2021-A L/C Cash Collateral Account on account of such Series 2021-A Lease Payment Deficit;


 






    51


     


    

 


(iii)          
if the occurrence of such Series 2021-A Lease Payment Deficit resulted in a withdrawal being made
from the Series 2021-A Reserve Account pursuant to Section 5.4(a) (Series 2021-A Reserve Account Withdrawals), then deposit
in the Series 2021-A Reserve Account an amount equal to the lesser of (x) the amount of the Series 2021-A Past Due Rent Payment remaining
after any payments pursuant to clauses (i) and (ii) above and (y) the amount withdrawn from the Series 2021-A Reserve Account
on account of such Series 2021-A Lease Payment Deficit; 


 


(iv)           
the Series 2021-A Reserve Account Deficiency Amount, if any, as of such day; and


 


(v)            
any remainder to be deposited into the Series 2021-A Principal Collection Account.


 


Section 5.7.           
Series 2021-A Letters of Credit and Series 2021-A L/C Cash Collateral Account.


 


(a)          
Series 2021-A Letter of Credit Expiration Date – Deficiencies. If as of the date that
is sixteen (16) Business Days prior to the then scheduled Series 2021-A Letter of Credit Expiration Date with respect to any Series 2021-A
Letter of Credit, excluding such Series 2021-A Letter of Credit from each calculation in clauses (i) through (iii) immediately
below but taking into account any substitute Series 2021-A Letter of Credit that has been obtained from a Series 2021-A Eligible Letter
of Credit Provider and is in full force and effect on such date:


 


(i)             
the Series 2021-A Asset Amount would be less than the Series 2021-A Asset Coverage Threshold Amount,
in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Series 2021-A Reserve Account and the
Series 2021-A L/C Cash Collateral Account on such date);


 


(ii)         
the Series 2021-A Adjusted Liquid Enhancement Amount would be less than the Series 2021-A Required
Liquid Enhancement Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Series 2021-A
Reserve Account and the Series 2021-A L/C Cash Collateral Account on such date); or


 


(iii)         
the Series 2021-A Letter of Credit Liquidity Amount would be less than the Series 2021-A Demand
Note Payment Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Series 2021-A L/C
Cash Collateral Account on such date);


 


then HVF III shall notify the Trustee and the
Program Agent in writing no later than fifteen (15) Business Days prior to such Series 2021-A Letter of Credit Expiration Date of:


 


A.             
the greatest of:


 


(i)            
the excess, if any, of the Series 2021-A Asset Coverage Threshold Amount over the Series 2021-A
Asset Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Series 2021-A Reserve Account
and the Series 2021-A L/C Cash Collateral Account on such date);


 






    52


     


    

 


(ii)            
the excess, if any, of the Series 2021-A Required Liquid Enhancement Amount over the Series 2021-A
Adjusted Liquid Enhancement Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Series
2021-A Reserve Account and the Series 2021-A L/C Cash Collateral Account on such date); and


 


(iii)           
the excess, if any, of the Series 2021-A Demand Note Payment Amount over the Series 2021-A Letter
of Credit Liquidity Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Series 2021-A
L/C Cash Collateral Account on such date);


 


provided that the calculations in each
of clause (A)(i) through (A)(iii) above shall be made on such date, excluding from such calculation of each amount contained
therein such Series 2021-A Letter of Credit but taking into account each substitute Series 2021-A Letter of Credit that has been obtained
from a Series 2021-A Eligible Letter of Credit Provider and is in full force and effect on such date, and


 


B.             
the amount available to be drawn on such expiring Series 2021-A 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 (A) and (B) above on such Series 2021-A
Letter of Credit by presenting a draft accompanied by a Series 2021-A Certificate of Termination Demand and shall cause the Series 2021-A
L/C Termination Disbursements to be deposited into the Series 2021-A L/C Cash Collateral Account. If the Trustee does not receive either
notice from HVF III described above on or prior to the date that is fifteen (15) Business Days prior to each Series 2021-A Letter of Credit
Expiration Date, then the Trustee, by 12:00 p.m. (New York City time) on such Business Day, shall draw the full amount of such Series
2021-A Letter of Credit by presenting a draft accompanied by a Series 2021-A Certificate of Termination Demand and shall cause the Series
2021-A L/C Termination Disbursements to be deposited into the applicable Series 2021-A L/C Cash Collateral Account.


 






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(b)          
Series 2021-A Letter of Credit Provider Downgrades. HVF III shall notify the Trustee and
the Program Agent in writing within one (1) Business Day of an Authorized Officer of HVF III obtaining actual knowledge that (i) the long-term
debt credit rating of any Series 2021-A Letter of Credit Provider rated by DBRS has fallen below “BBB” as determined by DBRS
or (ii) the long-term debt credit rating of any Series 2021-A Letter of Credit Provider not rated by DBRS is not at least “Baa2”
by Moody’s or “BBB” by S&P (such (i) or (ii) with respect to any Series 2021-A Letter of Credit Provider, a “Series
2021-A Downgrade Event”). On the thirtieth (30th) day after the occurrence of any Series 2021-A Downgrade Event with respect
to any Series 2021-A Letter of Credit Provider, HVF III shall notify the Trustee and the Program Agent in writing on such date of (i)
the greatest of (A) the excess, if any, of the Series 2021-A Asset Coverage Threshold Amount over the Series 2021-A Asset Amount, (B)
the excess, if any, of the Series 2021-A Required Liquid Enhancement Amount over the Series 2021-A Adjusted Liquid Enhancement Amount,
and (C) the excess, if any, of the Series 2021-A Demand Note Payment Amount over the Series 2021-A Letter of Credit Liquidity Amount,
in the case of each of clauses (A) through (C) above, as of such date and excluding from the calculation of each amount
referenced in such clauses such Series 2021-A Letter of Credit but taking into account each substitute Series 2021-A Letter of Credit
that has been obtained from a Series 2021-A Eligible Letter of Credit Provider and is in full force and effect on such date, and (ii)
the amount available to be drawn on such Series 2021-A Letter of Credit on such date (the lesser of such (i) and (ii), the “Downgrade
Withdrawal Amount”). Upon receipt by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day of notice
of any Series 2021-A Downgrade Event with respect to any Series 2021-A Letter of Credit Provider, the Trustee, 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), shall draw on the Series 2021-A Letters of Credit issued by such Series 2021-A
Letter of Credit Provider in an amount (in the aggregate) equal to the Downgrade Withdrawal Amount specified in such notice by presenting
a draft accompanied by a Series 2021-A Certificate of Termination Demand and shall cause the Series 2021-A L/C Termination Disbursement
to be deposited into a Series 2021-A L/C Cash Collateral Account.


 







(c)        
Reductions in Stated Amounts of the Series 2021-A Letters of Credit. If the Trustee receives
a written notice from the Administrator, substantially in the form of Exhibit C hereto, requesting a reduction in the stated amount
of any Series 2021-A Letter of Credit, then the Trustee shall within two (2) Business Days of the receipt of such notice deliver to the
Series 2021-A Letter of Credit Provider who issued such Series 2021-A Letter of Credit a Series 2021-A Notice of Reduction requesting
a reduction in the stated amount of such Series 2021-A 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, immediately after giving effect to the requested reduction in the
stated amount of such Series 2021-A Letter of Credit, (i) the Series 2021-A Adjusted Liquid Enhancement Amount will equal or exceed the
Series 2021-A Required Liquid Enhancement Amount, (ii) the Series 2021-A Letter of Credit Liquidity Amount will equal or exceed the Series
2021-A Demand Note Payment Amount and (iii) no Aggregate Asset Amount Deficiency will exist immediately after giving effect to such reduction.


 


(d)           
Series 2021-A L/C Cash Collateral Account Surpluses and Series 2021-A Reserve Account Surpluses.


 


(i)          
On each Payment Date, HVF III may direct the Trustee to, and the Trustee, acting in accordance
with the written instructions of HVF III (with a copy to the Program Agent), shall, withdraw from the Series 2021-A Reserve Account an
amount equal to the Series 2021-A Reserve Account Surplus, if any, and pay such Series 2021-A Reserve Account Surplus to HVF III.


 






    54


     


    

 


(ii)           
On each Payment Date on which there is a Series 2021-A L/C Cash Collateral Account Surplus, HVF
III may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of HVF III (with a copy to the Program
Agent), shall, subject to the limitations set forth in this Section 5.7(d) (Series 2021-A L/C Cash Collateral Account Surplus
and Series 2021-A Reserve Account Surpluses), withdraw the amount specified by HVF III from the Series 2021-A L/C Cash Collateral
Account specified by HVF III and apply such amount in accordance with the terms of this Section 5.7(d) (Series 2021-A L/C Cash
Collateral Account Surplus and Series 2021-A Reserve Account Surpluses). The amount of any such withdrawal from the Series 2021-A
L/C Cash Collateral Account shall be limited to the least of (a) the Series 2021-A Available L/C Cash Collateral Account Amount on such
Payment Date, (b) the Series 2021-A L/C Cash Collateral Account Surplus on such Payment Date and (c) the excess, if any, of the Series
2021-A Letter of Credit Liquidity Amount on such Payment Date over the Series 2021-A Demand Note Payment Amount on such Payment Date.
Any amounts withdrawn from the Series 2021-A L/C Cash Collateral Account pursuant to this Section 5.7(d) (Series 2021-A L/C
Cash Collateral Account Surplus and Series 2021-A Reserve Account Surpluses) shall be paid:


 


first, to the
Series 2021-A Letter of Credit Providers, to the extent that there are unreimbursed Series 2021-A Disbursements due and owing to such
Series 2021-A Letter of Credit Providers in respect of the Series 2021-A Letters of Credit, for application in accordance with the provisions
of the respective Series 2021-A Letters of Credit, and


 


second, to
HVF III any remaining amounts.


 


Section 5.8.          
Payment by Wire Transfer. On each Payment Date, pursuant to Article VI (Distributions) of the Base Indenture, the
Trustee shall cause the amounts (to the extent received by the Trustee) set forth in Sections 5.2 (Application of Funds in the
Series 2021-A Principal Collection Account), 5.3 (Application of Funds in the Series 2021-A Interest Collection Account),
5.4 (Series 2021-A Reserve Account Withdrawals) and 5.5 (Series 2021-A Letters of Credit and Series 2021-A Demand
Notes), in each case if any and in accordance with such Sections, to be paid by wire transfer of immediately available funds released
from the Series 2021-A Distribution Account no later than 4:30 p.m. (New York City time) for credit to the accounts designated by the
Series 2021-A Noteholders.


 


Section 5.9.         
Certain Instructions to the Trustee.


 


(a)         
If on any date the Principal Deficit Amount is greater than zero or HVF III determines that there
exists a Series 2021-A Lease Principal Payment Deficit, then HVF III shall promptly provide written notice thereof to the Program Agent
and the Trustee.


 


(b)        
On or before 10:00 a.m. (New York City time) on each Payment Date on which any Series 2021-A Lease
Payment Deficit Exists, the Administrator shall notify the Trustee of the amount of such Series 2021-A Lease Payment Deficit, such notification
to be in the form of Exhibit D hereto (each a “Lease Payment Deficit Notice”).


 






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Section 5.10.       HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment. If HVF III fails to give notice or instructions
to make any payment from or deposit into the Collection Account or any Series 2021-A Account required to be given by HVF III, at the time
specified herein or in any other Series 2021-A Related Document (including applicable grace periods), the Trustee shall make such payment
or deposit into or from the Collection Account or such Series 2021-A Account without such notice or instruction from HVF III; provided
that HVF III, upon request of the Trustee, the Program Agent or any Funding Agent, 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 Series 2021-A
Related Document is required to be made by the Trustee at or prior to a specified time, HVF III shall deliver any applicable written instructions
with respect thereto reasonably in advance of such specified time. If HVF III fails to give instructions to draw on any Series 2021-A
Letters of Credit with respect to a Class of Series 2021-A Notes required to be given by HVF III, at the time specified in this Series
2021-A Supplement, the Trustee shall draw on such Series 2021-A Letters of Credit with respect to such Class of Series 2021-A Notes without
such instruction from HVF III; provided that, HVF III, upon request of the Trustee, the Program Agent or any Funding Agent, promptly
provides the Trustee with all information necessary to allow the Trustee to draw on each such Series 2021-A Letter of Credit.


 


Article
VI



REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING CONDITIONS


 


Section 6.1.         Representations and Warranties. Each of HVF III, the Administrator, each Conduit Investor and each Committed Note Purchaser
hereby makes the representations and warranties applicable to it set forth in this Section 6.1 (Representations and Warranties).


 


(a)         HVF III. HVF III represents and warrants to each Conduit Investor and each Committed Note Purchaser that each of its representations
and warranties in the Series 2021-A Related Documents is true and correct as of the date hereof (unless stated to relate solely to an
earlier date, in which case such representations and warranties shall be true and correct as of such earlier date) and further represents
and warrants to such parties that:


 


(i)           
no Amortization Event or Potential Amortization Event, in each case with respect to the Series 2021-A Notes, is continuing;


 


(ii)            
assuming each Conduit Investor or other purchaser of the Series 2021-A Notes hereunder is not purchasing with a view toward further
distribution and there has been no general solicitation or general advertising within the meaning of the Securities Act, and further assuming
that the representations and warranties of each Conduit Investor set forth in this Article VI (Representations
and Warranties; Covenants; Closing Conditions) are true and correct, the offer and sale of the Series 2021-A Notes in the manner
contemplated by this Series 2021-A Supplement is a transaction exempt from the registration requirements of the Securities Act, and the
Base Indenture is not required to be qualified under the Trust Indenture Act;


 


(iii)           
on the Series 2021-A Closing Date, HVF III has furnished to the Program Agent true, accurate and complete copies of all Series
2021-A Related Documents to which it is a party as of the Series 2021-A Closing Date, all of which are in full force and effect as of
the Series 2021-A Closing Date;


 






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(iv)           
as of the Series 2021-A Closing Date, none of the written information furnished by HVF III, Hertz or any of its Affiliates, agents
or representatives to the Conduit Investors, the Committed Note Purchasers, the Program Agent or the Funding Agents for purposes of or
in connection with this Series 2021-A Supplement, including any information relating to the Series 2021-A Collateral, taken as a whole,
is inaccurate in any material respect, or contains any material misstatement of fact, or omits to state a material fact or any fact necessary
to make the statements contained therein not misleading, in each case as of the date such information was stated or certified unless such
information has been superseded by subsequently delivered information;


 


(v)            
HVF III is not, and is not controlled by, an “investment company” within the meaning of, and is not required to register
as an “investment company” under the Investment Company Act. HVF III does not meet the definition of “investment company”
in Section 3(a)(1) of the Investment Company Act;


 


(vi)           
HVF III is not a “covered fund” for purposes of the Volcker Rule and the transactions contemplated by the Series 2021-A
Related Documents and the Series 2021-A Related Documents do not result in the Series 2021-A Noteholders holding an “ownership interest”
in a “covered fund” for purposes of the Volcker Rule; and


 


(vii)          
payments on the Series 2021-A Notes will not depend primarily on cash flow from self-liquidating financial assets within the meaning
of Section 3(a)(79) of the Exchange Act.


 


(b)          
Administrator. The Administrator represents and warrants to each Conduit Investor and each Committed Note Purchaser that:


 


(i)             each representation and warranty made by it in each Series 2021-A Related Document, is true and correct in all material respects
as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true
and correct as of such earlier date);


 


(ii)            
to the extent applicable, except as would not reasonably be expected to have a Material Adverse Effect, the Administrator and each
of HVF, HVF III, the Nominee and HGI is, and to the knowledge of the Administrator its directors are, in compliance with (i) the Uniting
and Strengthening of America by Providing the Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, (ii) the Trading
with the Enemy Act, as amended, (iii) any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department
(“OFAC”) and any other enabling legislation or executive order relating thereto as well as sanctions laws and regulations
of the United Nations Security Council, the European Union or any member state thereof and the United Kingdom (collectively, “Sanctions”)
and (iv) Anti-Corruption Laws;


 






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(iii)            none
of the Administrator or any of HVF, HVF III, the Nominee or HGI or, to the knowledge of the Administrator, any director or officer of
the Administrator or any of HVF, HVF III, the Nominee or HGI, is the target of any Sanctions (a “Sanctioned Party”).
Except as would not reasonably be expected to have a Material Adverse Effect, none of the Group I Administrator, HVF, HVF III, the Nominee
or HGI is organized or resident in a country or territory that is the target of a comprehensive embargo under Sanctions (including as
of the Series 2021-A Closing Date, without limitation, Cuba, Iran, North Korea, Syria and the Crimea Region of the Ukraine—each
a “Sanctioned Country”). None of the Administrator, HVF, HVF III, the Nominee or HGI will knowingly (directly or indirectly)
use the proceeds of the Series 2021-A Notes (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment
or giving of money, or anything else of value, to any Person in material violation of Anti-Corruption Laws or (ii) for the purpose of
funding or financing any activities or business of or with any Person that at the time of such funding or financing is a Sanctioned Party
or organized or resident in a Sanctioned Country, except as otherwise permitted by applicable law, regulation or license; and


 


(iv)          
payments on the Series 2021-A Notes will not depend primarily on cash flow from self-liquidating financial assets within the meaning
of Section 3(a)(79) of the Exchange Act.


 


(c)          
Conduit Investors and Committed Note Purchasers. Each of the Conduit Investors and each of the Committed Note Purchasers
represents and warrants to HVF III and the Administrator, as of the Series 2021-A Closing Date (or, with respect to each Conduit Investor
and each Committed Note Purchaser that becomes a party hereto after the Series 2021-A Closing Date, as of the date such Person becomes
a party hereto), that:


 


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


 


(ii)           
it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of
investing in, and is able and prepared to bear the economic risk of investing in, the Series 2021-A Notes;


 


(iii)           
it purchased the Series 2021-A Notes for its own account, or for the account of one or more “accredited investors”
within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection
(b) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution,
subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control;


 


(iv)           
it understands that the Series 2021-A Notes have not been and will not be registered or qualified under the Securities Act or any
applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving
any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified
or unless an exemption from registration or qualification is available, that HVF III is not required to register the Series 2021-A Notes,
and that any transfer must comply with Article IX (Transfers, Replacements and Assignments) herein;


 






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(v)           
it understands that the Series 2021-A Notes will bear the legend set out in the form of Series 2021-A Notes attached as Exhibit
A-1 (in the case of the Class A Notes), Exhibit A-2 (in the case of the Class B Notes) or Exhibit A-3 (in the case of
the Class RR Notes) hereto and be subject to the restrictions on transfer described in such legend and in Section 9.1 (Transfer
of Series 2021-A Notes);


 


(vi)          
it will comply with all applicable federal and state securities laws in connection with any subsequent resale of the Series 2021-A
Notes;


 


(vii)         
it understands that the Series 2021-A Notes may be offered, resold, pledged or otherwise transferred only in accordance with Section
9.3 (Assignments) and only:


 


A.            
to HVF III,


 


B.             
in a transaction meeting the requirements of Rule 144A under the Securities Act,


 


C.           outside the United States to a foreign person in a transaction meeting the requirements of Regulation S under the Securities Act,
or


 


D.          
in a transaction complying with or exempt from the registration requirements of the Securities Act and in accordance with any applicable
securities laws of any state of the United States or any other jurisdiction; notwithstanding the foregoing provisions of this Section
6.1(c) (Conduit Investors and Committed Note Purchasers), it is hereby understood and agreed by HVF III that the Series 2021-A
Notes will be pledged by each Conduit Investor pursuant to its related commercial paper program documents, and the Series 2021-A Notes,
or interests therein, may be sold, transferred or pledged to its related Committed Note Purchaser or any Program Support Provider or any
affiliate of its related Committed Note Purchaser or any Program Support Provider or, any commercial paper conduit administered by its
related Committed Note Purchaser or any Program Support Provider or any affiliate of its related Committed Note Purchaser or any Program
Support Provider;


 


(viii)        
if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Series 2021-A Notes as described in clause (B)
or (D) of Section 6.1(c)(vii) (Conduit Investors and Committed Note Purchasers), and such sale, transfer or pledge
does not fall within the “notwithstanding the foregoing” provision of Section 6.1(c)(vii)(D) (Conduit Investors
and Committed Note Purchasers), the transferee of the Series 2021-A Notes will be required to deliver a certificate that an exemption
from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation, and it understands that
the registrar and transfer agent for the Series 2021-A Notes will not be required to accept for registration of transfer the Series 2021-A
Notes acquired by it, except upon presentation of an executed letter in the form described herein; and


 






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(ix)         it will obtain from any purchaser of the Series 2021-A Notes substantially the same representations and warranties contained in
the foregoing paragraphs.


 


Section 6.2.          
Covenants. HVF III and the Administrator each severally covenants and agrees that, until the Series 2021-A Notes have been
paid in full and the Term has expired, it will:


 


(a)         
Performance of Obligations. Duly and timely perform all of its covenants (both affirmative and negative) and obligations
under each Series 2021-A Related Document to which it is a party.


 


(b)       Amendments. Not amend, supplement, waive or otherwise modify, or consent to any amendment, supplement, modification or waiver
of:


 


(i)            
any provision of the Series 2021-A Related Documents (other than this Series 2021-A Supplement) if such amendment, supplement,
modification, waiver or consent adversely affects the Series 2021-A Noteholders without the consent of the Series 2021-A Required Noteholders;
any Series 2021-A Letter of Credit so that it is not substantially in the form of Exhibit I to this Series 2021-A Supplement without
written consent of the Required Controlling Class Series 2021-A Noteholders; provided that, prior to entering into, granting or
effecting any such amendment, supplement, waiver, modification or consent without the consent of the Series 2021-A Required Noteholders
(in the case of the foregoing clause (i)), HVF III shall deliver to the Trustee and each Funding Agent an Officer’s Certificate
and Opinion of Counsel (which may be based on an Officer’s Certificate) confirming, in each case, that such amendment, supplement,
modification, waiver or consent does not adversely affect the Series 2021-A Noteholders;


 


provided further that,
this clause (i)’s restriction shall apply to:


 


		(I)	any amendment, supplement, modification or consent with respect to any Series 2021-A Interest Rate Cap
(A) the sole effect of which amendment, supplement, modification or consent is to (w) increase the notional amount thereunder, (x) modify
the notional amortization schedule thereunder applicable during the period between the Expected Final Payment Date and the Legal Final
Payment Date, (y) decrease the strike rate of or (z) extend the term thereunder or (B) if HVF III would be permitted to enter into such
Series 2021-A Interest Rate Cap, as so amended, supplemented or modified without the consent of the Series 2021-A Noteholders, or



 


		(II)	any amendment, supplement, modification or consent with respect to any Series 2021-A Demand Note permitted
pursuant to Section 4.5 (Demand Notes) of this Series 2021-A Supplement;



 






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(ii)           the defined terms, “Required Contractual Criteria”, “Series 2021-A Commitment Termination Date” and “Series
2021-A Maximum Principal Amount” appearing in the Lease; without the written consent of each Committed Note Purchaser and each Conduit
Investor;


 


(iii)       the defined terms “Base Rate”, “Class A Adjusted Advance Rate”, “Class A Adjusted Asset Coverage
Threshold Amount”, “Class A Adjusted Principal Amount”, “Class A Asset Coverage Threshold Amount”, “Class
A Baseline Advance Rate”, “Class A Blended Advance Rate”, “Class A Blended Advance Rate Weighting Numerator”,
 “Class A Concentration Adjusted Advance Rate”, “Class A Concentration Excess Advance Rate Adjustment”, “Class
A MTM/DT Advance Rate Adjustment”, “Class A Principal Amount”, “Class A/B Adjusted Principal Amount”, “Class
B Adjusted Advance Rate”, “Class B Adjusted Asset Coverage Threshold Amount”, “Class B Asset Coverage Threshold
Amount”, “Class B Baseline Advance Rate”, “Class B Blended Advance Rate”, “Class B Blended Advance
Rate Weighting Numerator”, “Class B Concentration Adjusted Advance Rate”, “Class B Concentration Excess Advance
Rate Adjustment”, “Class B MTM/DT Advance Rate Adjustment”, “Class B Principal Amount”, “Eurodollar
Advance”, “Eurodollar Interest Period”, “Eurodollar Rate”, “Eurodollar Rate (Reserve Adjusted)”,
 “Prime Rate”, “Series 2021-A AAA Component”, “Series 2021-A Adjusted Asset Coverage Threshold Amount”,
 “Series 2021-A Asset Amount”, “Series 2021-A Asset Coverage Threshold Amount”, “Series 2021-A Blended Advance
Rate Weighting Denominator”, “Series 2021-A Commitment Termination Date”, “Series 2021-A Eligible Manufacturer
Receivable”, “Series 2021-A Liquidation Event”, “Series 2021-A Manufacturer Concentration Excess Amount”,
 “Series 2021-A Manufacturer Percentage”, “Series 2021-A Maximum Manufacturer Amount”, “Series 2021-A Maximum
Non-Investment Grade (High) Program Receivable Amount”, “Series 2021-A Non-Investment Grade (High) Program Receivable Concentration
Excess Amount”, “Series 2021-A Non-Liened Vehicle Concentration Excess Amount”, “Series 2021-A AAA Select Component”,
 “Series 2021-A Third-Party Market Value”, “Class A Up-Front Fee” or “Class B Up-Front Fee”, in each
case, without the written consent of each Committed Note Purchaser and each Conduit Investor of the Class affected by the amendment;


 


(iv)        any defined terms included in any of the defined terms listed in any of the preceding clause (iii) if such amendment, supplement
or modification materially adversely affects the Series 2021-A Noteholders, without the consent of each Committed Note Purchaser and each
Conduit Investor; provided that, prior to entering into, granting or effecting any such amendment, supplement or modification without
the consent of each Committed Note Purchaser and each Conduit Investor, HVF III shall deliver to each Funding Agent an Officer’s
Certificate confirming, in each case, that such amendment, supplement or modification does not materially adversely affect the Series
2021-A Noteholders; provided, further, that for the avoidance of doubt, in any such case, the requirements of the preceding
clause (i) shall remain applicable to such amendment, supplement or modification of such defined term;


 


(v)         any of (I) the defined terms “Class A Commitment”, “Class A Commitment Percentage”, “Class A Conduit
Assignee”, “Class A CP Rate”, “Class A Funding Conditions”, “Class A Investor Group Principal Amount”,
 “Class A Maximum Investor Group Principal Amount”, “Class A Program Fee”, “Class A/B Adjusted Advance Rate”,
 “Class A/B Baseline Advance Rate”, “Class A/B Blended Advance Rate”, “Class A/B Concentration Excess Advance
Rate Adjustment”, “Class A/B MTM/DT Advance Rate Adjustment”, or “Class A Undrawn Fee”, in each case, appearing
in this Series 2021-A Supplement or (II) the required amount of Enhancement with respect to the Class A Noteholders, in the case of either
of the foregoing (I) or (II), without the written consent of each Class A Committed Note Purchaser and each Class A Conduit Investor;


 






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(vi)         any defined terms included in any of the defined terms listed in the preceding clause (v)(I) if such amendment, supplement
or modification materially adversely affects the Class A Noteholders, without the consent of each Class A Committed Note Purchaser and
each Class A Conduit Investor; provided that, prior to entering into, granting or effecting any such amendment, supplement or modification
without the consent of each Class A Committed Note Purchaser and each Class A Conduit Investor, HVF III shall deliver to each Class A
Funding Agent an Officer’s Certificate confirming, in each case, that such amendment, supplement or modification does not materially
adversely affect the Class A Noteholders; provided, further, that for the avoidance of doubt, in any such case, the requirements
of the preceding clause (i) shall remain applicable to such amendment, supplement or modification of such defined term;;


 


(vii)         
any of (I) the defined terms “Class B Conduit Assignee”, “Class B Investor Group Principal Amount”, “Class
B Investor Group Principal Amount”, “Class A/B Adjusted Advance Rate”, “Class A/B Baseline Advance Rate”,
 “Class A/B Blended Advance Rate”, “Class A/B Concentration Excess Advance Rate Adjustment” or “Class A/B
MTM/DT Advance Rate Adjustment”, in each case, appearing in this Series 2021-A Supplement or (II) the required amount of Enhancement
with respect to the Class B Noteholders, in the case of either of the foregoing (I) or (II), without the written consent of each Class
B Committed Note Purchaser and each Class B Conduit Investor;


 


(viii)       any defined terms included in any of the defined terms listed in the preceding clause (vii)(I) if such amendment, supplement
or modification materially adversely affects the Class B Noteholders, without the consent of each Class B Committed Note Purchaser and
each Class B Conduit Investor; provided that, prior to entering into, granting or effecting any such amendment, supplement or
modification without the consent of each Class B Committed Note Purchaser and each Class B Conduit Investor, HVF III shall deliver to
each Class B Funding Agent an Officer’s Certificate confirming, in each case, that such amendment, supplement or modification does
not materially adversely affect the Class B Noteholders; provided further that, for the avoidance of doubt, in any such case, the requirements
of the preceding clause (i) shall remain applicable to such amendment, supplement or modification of such defined term;


 


(ix)        the defined terms “Aggregate Asset Amount Deficiency” and “Liquidation Event of Default” appearing in the
Base Indenture, in each case, without the written consent of each Committed Note Purchaser and each Conduit Investor;


 


(x)           the defined terms “Manufacturer Program”, “Liquidation Event”, “Required Contractual Criteria”
and “Aggregate Asset Coverage Threshold Amount”, in each case, appearing in this Series 2021-A Supplement, in each case, without
the written consent of each Committed Note Purchaser and each Conduit Investor;


 






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(c)         Delivery of Information. (i) At the same time any report, notice, certificate, statement, Opinion of Counsel or other document
is provided or caused to be provided to the Trustee by HVF III or the Administrator under this Series 2021-A Supplement or, to the extent
such report, notice, certificate, statement, Opinion of Counsel or other document relates to the Series 2021-A Notes, Series 2021-A Collateral
or the Base Indenture, provide the Program Agent (who shall provide a copy thereof to the Committed Note Purchasers and the Conduit Investors)
with a copy of such report, notice, certificate, Opinion of Counsel or other document, provided that, no Opinion of Counsel delivered
in connection with the issuance of any Series of Notes (other than the Series 2021-A Notes) shall be required to be provided pursuant
to this clause (i) and (ii) provide the Program Agent and each Funding Agent such other information with respect to HVF III or
the Administrator as the Program Agent or any Funding Agent may from time to time reasonably request; provided however, that neither
HVF III nor the Administrator shall have any obligation under this Section 6.2(c) (Delivery of Information) to deliver to
the Program Agent copies of any information, reports, notices, certificates, statements, Opinions of Counsel or other documents relating
solely to any Series of Notes other than the Series 2021-A Notes, or any legal opinions or routine communications, including determinations
relating to payments, payment requests, payment directions or other similar calculations. For the avoidance of doubt, nothing in this
Section 6.2(c) (Delivery of Information) shall require any Opinion of Counsel provided to any Person pursuant to this Section
6.2(c) (Delivery of Information) to be addressed to such Person or to permit such Person any basis on which to rely on such
Opinion of Counsel.


 


(d)         Access to Collateral Information. At any time and from time to time, following reasonable prior notice from the Program
Agent or any Funding Agent, and during regular business hours, permit, and, if applicable, cause HVF to permit, the Program Agent or any
Funding Agent, or their respective agents or representatives (including any independent public accounting firm, independent consulting
firm or other third party auditors) or permitted assigns, access to the offices of, the Administrator, Hertz, and HVF III, as applicable,


 


(i)             
to examine and make copies of and abstracts from all documentation relating to the Series 2021-A Collateral on the same terms as
are provided to the Trustee under Section 8.6 (Inspection of Property, Books and Records) of the Base Indenture (but excluding
making copies of or abstracts from any information that the Administrator or HVF III reasonably determines to be proprietary or confidential;
provided that, for the avoidance of doubt, all data and information used to calculate any Series 2021-A MTM/DT Advance Rate Adjustment
or lack thereof shall be deemed to be proprietary and confidential), and


 


(ii)           upon reasonable notice, to visit the offices and properties of, the Administrator, Hertz and HVF III for the purpose of examining
such materials described in clause (i) above, and to discuss matters relating to the Series 2021-A Collateral, or the administration
and performance of the Base Indenture, this Series 2021-A Supplement and the other Series 2021-A Related Documents with any of the Authorized
Officers or other nominees as such officers specify, of the Administrator, Hertz and/or HVF III, as applicable, having knowledge of such
matters, in each case as may reasonably be requested; provided that, (i) prior to the occurrence of an Amortization Event or Potential
Amortization Event, in each case, with respect to the Series 2021-A Notes, one such visit per annum, if requested, coordinated by the
Program Agent and in which each Funding Agent may participate shall be at HVF III’s sole cost and expense and (ii) during the continuance
of an Amortization Event or Potential Amortization Event, in each case, with respect to the Series 2021-A Notes, each such visit shall
be at HVF III’s sole cost and expense.


 






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Each party making a request
pursuant to this Section 6.2(d) (Access to Collateral Information) shall simultaneously send a copy of such request to each
of the Program Agent and each Funding Agent, as applicable, so as to allow such other parties to participate in the requested visit.


 


(e)         
Cash AUP. At any time and from time to time, following reasonable prior notice from the Program Agent, cooperate with the
Program Agent or its agents or representatives (including any independent public accounting firm, independent consulting firm or other
third party auditors) or permitted assigns in conducting a review of any ten (10) Business Days selected by the Program Agent (or its
representatives or agents), confirming (i) the information contained in the Daily Collection Report for each such day and (ii) that the
Collections described in each such Daily Collection Report for each such day were applied correctly in accordance with Article V
(Priority of Payments) herein (a “Cash AUP”); provided that, such Cash AUPs shall be at HVF III’s
sole cost and expense (i) for no more than one such Cash AUP per annum prior to the occurrence of an Amortization Event or Potential Amortization
Event, in each case with respect to the Series 2021-A Notes, and (ii) for each such Cash AUP after the occurrence and during the continuance
of an Amortization Event or Potential Amortization Event, in each case with respect to the Series 2021-A Notes.


 


(f)           
Noteholder Statement AUP. On or prior to the Payment Date occurring in February 2022 and in July of each subsequent year,
the Administrator shall cause a firm of independent certified public accountants or independent consultants (reasonably acceptable to
both the Program Agent and the Administrator, which may be the Administrator’s accountants) to deliver to the Program Agent and
each Funding Agent, a report in a form reasonably acceptable to HVF III and the Program Agent (a “Noteholder Statement AUP”);
provided that, such Noteholder Statement AUPs shall be at HVF III’s sole cost and expense (i) for no more than one such Noteholder
Statement AUP per annum prior to the occurrence of an Amortization Event or Potential Amortization Event, in each case with respect to
the Series 2021-A Notes and (ii) for each such Noteholder Statement AUP after the occurrence and during the continuance of an Amortization
Event or Potential Amortization Event, in each case with respect to the Series 2021-A Notes.


 


(g)          
Margin Stock. Not permit any (i) part of the proceeds of any Advance to be (x) used to purchase or carry any Margin Stock
or (y) loaned to others for the purpose of purchasing or carrying any Margin Stock or (ii) amounts owed with respect to the Series 2021-A
Notes to be secured, directly or indirectly, by any Margin Stock.


 


(h)          Reallocation of Excess Collections. On or after the Expected Final Payment Date, use all amounts allocated to and available
for distribution from each principal collection account in respect of each Series of Notes to decrease, pro rata (based on Principal
Amount), the Series 2021-A Principal Amount and the principal amount of any other Series of Notes that is then required to be paid.


 


(i)           Financial Statements. Commencing on the Series 2021-A Closing Date, deliver to each Funding Agent within one hundred and
twenty (120) days after the end of each fiscal year of the Issuer, the financial statements required pursuant to Section 8.24(f)
of the Base Indenture.


 






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(j)           
Collateral Agent Report. In the case of the Administrator, for so long as a Liquidation Event for any Series of Notes is
continuing, furnish or cause the Lease Servicer to furnish to the Program Agent and each Series 2021-A Noteholder,
the Collateral Agent Report prepared in accordance with Section 2.4 (Collateral Agent Reports) of the Collateral Agency Agreement;
provided that the Servicer may furnish or cause to be furnished to the Program Agent any such Collateral Agent Report, by posting,
or causing to be posted, such Collateral Agent Report to a password-protected website made available to the Program Agent or by any other
reasonable means of electronic transmission (including, without limitation, e-mail, file transfer protocol or otherwise).


 


(k)          Further Assurances. At any time and from time to time, upon the written request of the Program Agent, and at its sole expense,
promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Program Agent
may reasonably deem desirable in obtaining the full benefits of this Series 2021-A Supplement and of the rights and powers herein granted,
including the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the liens
and security interests granted hereby.


 


(l)          Administrator Replacement. Not appoint or agree to the appointment of any successor Administrator (other than the Back-Up
Administrator) without the prior written consent of the Required Controlling Class Series 2021-A Noteholders.


 


(m)          Independent Directors. (x) Not remove any Independent Director of HVF III or HVF without (i) delivering an Officer’s
Certificate to the Program Agent certifying that the replacement Independent Director of the applicable entity satisfies the definition
of Independent Director and (ii) obtaining the prior written consent of the Program Agent (not to be unreasonably withheld or delayed),
in each case, no later than ten (10) Business Days prior to the effectiveness of such removal (or such shorter period as my be agreed
to by the Program Agent) and (y) not replace any Independent Director of HVF III or HVF unless (i) it has obtained the prior written consent
of the Program Agent (not to be unreasonably withheld or delayed) or (ii) such replacement Independent Director is an officer, director
or employee of an entity that provides, in the ordinary course of its business, advisory, management or placement services to issuers
of securitization or structured finance instruments, agreements or securities and otherwise meets the applicable definition of Independent
Director; provided, that, for the avoidance of doubt, in the event that an Independent Director of HVF III or HVF is removed
in connection with any such replacement, HVF III or HVF, as applicable, and the Administrator shall be required to effect such removal
in accordance with clause (x) above.


 


(n)           
Standard & Poor’s Limitation on Permitted Investments. For so long as any Class A Commercial Paper is being rated
by Standard & Poor’s and the Funding Agent with respect the Investor Group that issues such Class A Commercial Paper has notified
HVF III in writing that such Class A Commercial Paper has not been issued on a “fully-wrapped” basis (and, if so notified,
until such notice has been revoked by such Funding Agent), neither the Administrator nor the Issuer shall invest, or direct the investment
of, any funds on deposit in any Series 2021-A Accounts, in a Permitted Investment that is a Permitted Investment pursuant to clause (viii)
of the definition thereof (an “Additional Permitted Investment”), unless the Administrator shall have received confirmation
in writing from Standard & Poor’s that the investment of such funds in an Additional Permitted Investment will not cause the
rating on such Class A Commercial Paper being rated by Standard & Poor’s to be reduced or withdrawn.


 






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(o)          
Maintenance of Separate Existence. Take or refrain from taking, as the case may be, all other actions that are necessary
to be taken or not to be taken in order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy
Opinion Provisions remain true and correct in all material respects with respect to HVF III and (y) comply in all material respects with
those procedures described in such provisions that are applicable to HVF III.


 


(p)          
Merger.


 


(i)            Solely with respect to HVF III, not be a party to any merger or consolidation without the prior written consent of the Required
Controlling Class Series 2021-A Noteholders.


 


(ii)           Solely with respect to the Administrator, not permit or suffer HVF III to be a party to any merger or consolidation without the
prior written consent of the Required Controlling Class Series 2021-A Noteholders.


 


(q)          Series 2021-A Third-Party Market Value Procedures. Comply with the Series 2021-A Third-Party Market Value Procedures in
all material respects.


 


(r)           Enhancement Provider Ratings. Solely with respect to the Administrator, at least once every calendar month, determine (a)
whether any Series 2021-A Letter of Credit Provider has been subject to a Series 2021-A Downgrade Event and (b) whether each Interest
Rate Cap Provider is an Eligible Interest Rate Cap Provider.


 


(s)          Financial Statements and Other Reporting. Solely with respect to the Administrator, furnish or cause to be furnished to
each Funding Agent:


 


(i)            
commencing on the Series 2021-A Closing Date, within 120 days after the end of each of Hertz’s fiscal years, copies of the
Annual Report on Form 10-K filed by Hertz with the SEC or, if Hertz is not a reporting company, information equivalent to that which would
be required to be included in the financial statements contained in such an Annual Report if Hertz were a reporting company, including
consolidated financial statements consisting of a balance sheet of Hertz and its consolidated subsidiaries as at the end of such fiscal
year and statements of income, stockholders’ equity and cash flows of Hertz and its consolidated subsidiaries for such fiscal year,
setting forth in comparative form the corresponding figures for the preceding fiscal year (if applicable), certified by and containing
an opinion, unqualified as to scope, of a firm of independent certified public accountants of nationally recognized standing selected
by Hertz; and


 


(ii)            
commencing on the Series 2021-A Closing Date, within sixty (60) days after the end of each of the first three quarters of each
of Hertz’s fiscal years, copies of the Quarterly Report on Form 10-Q filed by Hertz with the SEC or, if Hertz is not a reporting
company, information equivalent to that which would be required to be included in the financial statements contained in such a Quarterly
Report if Hertz were a reporting company, including (x) financial statements consisting of consolidated balance sheets of Hertz and its
consolidated subsidiaries as at the end of such quarter and statements of income, stockholders’ equity and cash flows of Hertz and
its consolidated subsidiaries for each such quarter, setting forth in comparative form the corresponding figures for the corresponding
periods of the preceding fiscal year (if applicable), all in reasonable detail and certified (subject to normal year-end audit adjustments)
by a senior financial officer of Hertz as having been prepared in accordance with GAAP.


 






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(iii)           
simultaneously with the delivery of the Annual Report on Form 10-K (or equivalent information) referred to in (i) above and the
Quarterly Report on Form 10-Q (or equivalent information) referred to in (ii) above, an Officer’s Certificate of Hertz stating whether,
to the knowledge of such officer, there exists on the date of the certificate any condition or event that then constitutes, or that after
notice or lapse of time or both would constitute, an Operating Lease Event of Default (as defined in the Lease), and, if any such condition
or event exists, specifying the nature and period of existence thereof and the action Hertz is taking and proposes to take with respect
thereto;


 


(iv)          promptly after obtaining actual knowledge thereof, notice of a Manufacturer Event of Default or termination of a Manufacturer Program;
and


 


(v)            promptly after any Authorized Officer of Hertz becomes aware of the occurrence of any Reportable Event (other than a reduction
in active Plan participants) with respect to any Plan of Hertz, a certificate signed by an Authorized Officer of Hertz setting forth the
details as to such Reportable Event and the action that such Lessee is taking and proposes to take with respect thereto, together with
a copy of the notice of such Reportable Event given to the Pension Benefit Guaranty Corporation.


 


The financial data that shall
be delivered to the Funding Agents pursuant to the foregoing paragraphs (i) and (ii) shall be prepared in conformity with GAAP.


 


Additionally, upon request
to the Trustee or HVF III by the Program Agent or any Series 2021-A Noteholder, HVF III shall deliver, or cause to be delivered, to the
Program Agent or such Series 2021-A Noteholder (i) copies of the VIN-level data tapes that will be provided to the Back-Up Disposition
Agent; (ii) following and during the continuation of a Series 2021-A Amortization Event, a monthly VIN-level disposition data tape substantively
similar to the data tape provided pursuant to the terms of the HVF II Settlement Orders; (iii) following and during the continuation of
a Series 2021-A Amortization Event, a monthly fleet inventory report with utilization metrics, (iv) following and during the continuation
of an Amortization Event, a monthly report on financial and fleet operating metrics and (v) a copy of the Monthly Casualty Report required
under the Lease substantively similar to the casualty report delivered in connection with the HVF II Settlement Orders.


 


Documents, reports, notices
or other information required to be furnished or delivered pursuant to this Section 6.2(q) (Financial Statements and Other Reporting)
may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which Hertz posts such
documents, or provides a link thereto on Hertz’s or any Parent’s website (or such other website address as the Administrator
may specify by written notice to the Funding Agents from time to time) or (ii) on which such documents are posted on Hertz’s or
any Parent’s behalf on an internet or intranet website to which the Funding Agents have access (whether a commercial, government
or third-party website or whether sponsored by or on behalf of the Funding Agents).


 






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(t)           Delivery of Certain Written Rating Agency Confirmations. Upon written request of the Program Agent at any time following
the issuance of any other Series of Notes on any date after the date hereof, promptly furnish to the Program Agent a copy of each written
confirmation received by HVF III from any Rating Agency confirming that the Rating Agency Condition with respect to any Series of Notes
Outstanding as of the date of such issuance has been satisfied with respect to such issuance.


 


(u)          
Assistance with Rating Agency Process.


 


(i)            Any Series 2021-A Noteholder may, at its sole discretion and expense, at any time, obtain a private credit rating for the Series
2021-A Notes by one or more nationally recognized rating statistical ratings organizations; provided that any such ratings organization
shall not be considered a “Rating Agency” for purposes of this Series 2021-A Supplement.


 


(ii)           
If requested in writing to the Administrator and HVF III by a Series 2021-A Noteholder within ninety (90) days of the Series 2021-A
Closing Date, the Administrator shall use commercially reasonable efforts to obtain a private credit rating for the Series 2021-A Notes
from two nationally recognized rating statistical ratings organizations; provided that any such ratings organization shall not
be considered a “Rating Agency” for purposes of this Series 2021-A Supplement.


 


(iii)          The Administrator shall, and shall procure that HVF III and each Lessee shall, provide reasonable assistance with the provision
of data, business materials and other information necessary or desirable in connection with the rating process in connection with the
foregoing clauses (i) and (ii).


 


Section 6.3.          Closing Conditions. The effectiveness of this Series 2021-A Supplement is subject to the satisfaction of the following conditions
precedent, in each case as of the Series 2021-A Closing Date:


 


(a)           
the Base Indenture shall be in full force and effect;


 


(b)          each Funding Agent shall have received copies of (i) the Certificate of Incorporation and By-Laws of Hertz, the certificate of
incorporation and by-laws of HVF III and the certificate of formation and limited liability company agreement of HVF III, certified by
the Secretary of State of the state of incorporation or organization, as the case may be, (ii) resolutions of the board of directors (or
an authorized committee thereof) of HVF III and Hertz with respect to the transactions contemplated by this Series 2021-A Supplement,
and (iii) an incumbency certificate of HVF III and Hertz, each certified by the secretary or assistant secretary of the related entity
in form and substance reasonably satisfactory to the Program Agent;


 


(c)           each Conduit Investor and each Committed Note Purchaser shall have received opinions of counsel (i) from White & Case LLP,
or other counsel acceptable to the Conduit Investors and the Committed Note Purchasers, with respect to such matters as any such Conduit
Investor or Committed Note Purchaser shall reasonably request (including regarding UCC security interest matters and no-conflicts) and
(ii) from counsel to the Trustee acceptable to the Conduit Investors and the Committed Note Purchasers with respect to such matters as
any such Conduit Investor or Committed Note Purchaser shall reasonably request;


 






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(d)        
the Program Agent shall have received evidence satisfactory to it of the completion of all UCC filings as may be necessary to perfect
or evidence the assignment by HVF III to the Trustee of its interests in the Series 2021-A Collateral, the proceeds thereof and the security
interests granted pursuant to this Series 2021-A Supplement;


 


(e)          
the Program Agent shall have received a written search report listing all effective financing statements that name HVF III as debtor
or assignor and that are filed in the State of Delaware and in any other jurisdiction that the Program Agent determines is necessary or
appropriate, together with copies of such financing statements, and tax and judgment lien searches showing no such liens that are not
permitted by the Series 2021-A Related Documents;


 


(f)           
[Reserved];


 


(g)          
no later than two (2) days prior to the Series 2021-A Closing Date, the Program Agent shall have received all documentation and
other information about HVF III and Hertz that the Program Agent has reasonably determined is required by regulatory authorities under
 “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, and
that the Program Agent has reasonably requested in writing at least five (5) days prior to the Series 2021-A Closing Date; and


 


(h)         
each Conduit Investor and each Committed Note Purchaser shall have received a properly completed and executed Certification Regarding
Beneficial Owners of Legal Entity Customers, if requested a reasonable time prior to the date of this Agreement by such Conduit Investor
or Committed Note Purchaser, dated as of or prior to the date of this Agreement, together with copies of additional documentation necessary
to comply with 31 CFR § 1010.230 and such additional supporting documentation as such Conduit Investor or Committed Note Purchaser
may reasonably request in connection with the verification of the foregoing certification.


 


Section 6.4.         
European Union Securitisation Risk Retention and United Kingdom Securitisation Risk Retention Representations and Undertaking.


 


(a)          
The Administrator represents and warrants to each Series 2021-A Noteholder as of the Series 2021-A Closing Date that:


 


(i)           
it owns 100% of the Class RR Notes; and


 


(ii)          
the Series 2021-A Blended Advance Rate does not exceed 95%.


 






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(b)          
the Administrator agrees for the benefit of each Series 2021-A Noteholder that it shall, for so long as any Series 2021-A Notes
are Outstanding:


 


(i)          
not sell, hedge or otherwise mitigate its credit risk under or associated with the Class RR Notes, except to the extent permitted
by the EU/UK Risk Retention Requirements;


 


(ii)           
promptly provide notice to each Series 2021-A Noteholder in the event that it fails to comply with clause (i) above; and


 


(iii)          
provide any and all information reasonably requested by any Series 2021-A Noteholder that is required by any such Series 2021-A
Noteholder for purposes of complying with Article 5(1)(b), Article 5(1)(d) or Article 5(1)(e) of the Securitisation Regulations or the
due diligence assessment requirements of Article 5(3) of the Securitisation Regulations; provided that, compliance by the Administrator
with this clause (iii) shall be at the expense of the requesting Series 2021-A Noteholder; provided further that, this clause
(iii) shall not apply to information that the Administrator is not able to provide (whether because the Administrator has not been
able to obtain the requested information after having made all reasonable efforts to do so, by reason of any contractual, statutory or
regulatory obligations binding on it, or because it is otherwise legally prohibited from providing the requested information); provided
further that, for the avoidance of doubt, any information provided pursuant to this clause (iii) shall be subject to Section
11.3 (Confidentiality) of this Series 2021-A Supplement; and provided, further, that to the extent that HVF III or any
other Affiliate thereof is required to provide any asset level information regarding the “underlying exposures” as that term
is used in the Securitisation Regulations to a Series 2021-A Noteholder under this Series 2021-A Supplement, such asset level information
shall only be required to be provided containing the same fields and in the same format previously provided by such Affiliate to such
Series 2021-A Noteholder, and other fields, format or other asset-level information regarding such “underlying exposures”
as HVF III may agree with such Series 2021-A Noteholder.


 


(c)          
The Administrator hereby represents and warrants to each Series 2021-A Noteholder, as of the Series 2021-A Closing Date and as
of the date of delivery of each Monthly Noteholders’ Statement that it continues to comply with paragraph (a) above of this
Section 6.4 (European Union Securitisation Risk Retention and United Kingdom Securitisation Risk Retention Representations and
Undertaking) as of such date.


 


(d)           
[Reserved.]


 


(e)           
The Administrator:


 


(i)          
Confirms that to the extent the issuance of the Series 2021-A Notes constitutes a “securitisation”, as defined under
the Securitisation Regulations (as to which the Administrator makes no representation), in its reasonable belief it is an “originator”
for purposes of the EU/UK Risk Retention Requirements;


 


(ii)          confirms
its holding of the Class RR Notes will satisfy the requirements to retain on an ongoing basis a minimum net economic interest of not
less than 5% in the manner described in the Retention Requirements;


 


(iii)         confirms
that the modality provided for in point (d) of Article 6(3) of the Securitisation Regulation has been applied to retain a material net
economic interest;


 


(iv)        confirms that it is not an entity that has been established or operates for the sole purpose of securitizing exposures as more
particularly described in its annual report on Form 10-K for the fiscal year end December 31, 2020; and


 






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(v)          
confirms that it will hold the Class RR Notes to the extent required under the EU/UK Risk Retention Requirements for so long as
the Series 2021-A Notes remain Outstanding.


 


Notwithstanding anything to
the contrary in this Series 2021-A Supplement, if (a) the Administrator does not constitute an “originator” or holds any of
the Class RR Notes in a capacity other than as “originator”, in each case for the purposes of the EU/UK Risk Retention Requirements,
(b) the Administrator's holding of any of the Class RR Notes fails to satisfy the requirements to hold a net economic interest in the
manner described in the EU/UK Retention Requirements or any other requirement of the Securitisation Regulations, (c) the modality provided
for in point (d) of Article 6(3) of the Securitisation Regulations is not applied to retain a material net economic interest, (d) the
Administrator operates for the sole purpose of securitizing exposures as more particularly described in its annual report on Form 10-K
for the fiscal year end December 31, 2020, or (e) the Administrator does not hold the Class RR Notes to the extent required under the
EU/UK Risk Retention Requirements so long as the Series 2021-A Notes remain Outstanding, then none of the events or conditions described
in the preceding clauses (a), (b), (c), (d) or (e) shall result in any Amortization Event, Potential
Amortization Event, event of default, potential event of default or similar consequence, however styled, defined or denominated; provided
that the foregoing shall not relieve the Administrator of its obligation to comply with paragraphs (a) through (d) above.


 


Section 6.5.           
Further Assurances.


 


(a)          HVF III shall do such further acts and things, and execute and deliver to the Trustee such additional
assignments, agreements, powers and instruments, as are necessary or desirable to maintain the security interest of the Trustee in the
Series-Specific 2021-A Collateral on behalf of the Series 2021-A Noteholders as a perfected security interest subject to no prior Liens
(other than Series 2021-A Permitted Liens) and to carry into effect the purposes of this Series 2021-A Supplement or the other Series
2021-A Related Documents or to better assure and confirm unto the Trustee or the Series 2021-A Noteholders their rights, powers and remedies
hereunder, including, without limitation filing all UCC financing statements, continuation statements and amendments thereto necessary
to achieve the foregoing. If HVF III fails to perform any of its agreements or obligations under this Section 6.5(a) (Further
Assurances), the Trustee shall, at the direction of the Series 2021-A Required Noteholders, itself perform such agreement or obligation,
and the expenses of the Trustee incurred in connection therewith shall be payable by HVF III upon the Trustee’s demand therefor.
The Trustee is hereby authorized to execute and file any financing statements, continuation statements or other instruments necessary
or appropriate to perfect or maintain the perfection of the Trustee’s security interest in the Series-Specific 2021-A Collateral.


 


(b)          
Unless otherwise specified in this Series 2021-A Supplement, if any amount payable under or in
connection with any of the Series-Specific 2021-A Collateral shall be or become evidenced by any promissory note, chattel paper or other
instrument, such note, chattel paper or instrument shall be deemed to be held in trust and immediately pledged and physically delivered
to the Trustee hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected, be duly indorsed
in a manner satisfactory to the Trustee and delivered to the Trustee promptly.


 


(c)         
HVF III shall warrant and defend the Trustee’s right, title and interest in and to the Series-Specific
2021-A Collateral and the income, distributions and proceeds thereof, for the benefit of the Trustee on behalf of the Series 2021-A Noteholders,
against the claims and demands of all Persons whomsoever.


 






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(d)          
On or before March 31 of each calendar year, commencing with March 31, 2022, HVF III shall furnish
to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Series 2021-A Supplement, any indentures supplemental hereto and any other requisite
documents and with respect to the execution and filing of any financing statements, continuation statements and amendments thereto as
are necessary to maintain the perfection of the lien and security interest created by this Series 2021-A Supplement in the Series-Specific
2021-A Collateral and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to
maintain the perfection of such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording
and refiling of this Series 2021-A Supplement, any indentures supplemental hereto and any other requisite documents and the execution
and filing of any financing statements, continuation statements and amendments thereto that will, in the opinion of such counsel, be required
to maintain the perfection of the lien and security interest of this Series 2021-A Supplement in the Series-Specific 2021-A Collateral
until March 31 in the following calendar year.


 


Article
VII



AMORTIZATION EVENTS


 


Section 7.1.          
Amortization Events. In addition to the Amortization Events set forth in Sections 9.1(a) through (o) (Amortization Events)
of the Base Indenture, the following shall be Amortization Events with respect to the Series 2021-A Notes and shall constitute the Amortization
Events set forth in Section 9.1(o) (Amortization Events) of the Base Indenture with respect to the Series 2021-A Notes:


 


(a)          
HVF III defaults in the payment of any interest on, or other amount payable in respect of, the
Series 2021-A Notes when the same becomes due and payable and such default continues for a period of three (3) consecutive Business Days;


 


(b)           
a Series 2021-A Liquid Enhancement Deficiency shall exist and continue to exist for at least three
(3) consecutive Business Days;


 


(c)          
all principal of and interest on the Series 2021-A Notes is not paid in full on or before the Expected
Final Payment Date; provided that, the Class RR Committed Note Purchaser may, in its sole and absolute discretion, waive any interest
payments due to such Class RR Committed Note Purchaser on the Expected Final Payment Date and the failure to pay any such waived interest
payments due to the Class RR Committed Note Purchaser on the Expected Final Payment Date shall be deemed not to be a Series 2021-A Amortization
Event pursuant to this Section 7.1(c) (Amortization Events);


 


(d)           
any Aggregate Asset Amount Deficiency exists and continues for a period of three (3) consecutive
Business Days;


 


(e)           
there shall have been filed against HVF III (i) a notice of a federal tax lien from the Internal
Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under 430(k) of the Code or Section 303(k) of ERISA
for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of
any other Lien (other than a Series 2021-A Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in
each case, thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been
released or discharged;


 






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(f)          
any of the Series 2021-A Related Documents or any material portion thereof shall cease, for any
reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as
otherwise expressly permitted in the Series 2021-A Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing
in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such
written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as
a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement,
modification, amendment or other action not prohibited by the Series 2021-A Related Documents;


 


(g)          
the Collection Account, any Collateral Account in which Collections are on deposit as of such date
or any Series 2021-A Account (other than the Series 2021-A Reserve Account and the Series 2021-A L/C Cash Collateral Account) shall be
subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series
2021-A Permitted Lien) and thirty (30) consecutive days shall have elapsed without such Lien having been released or discharged;


 


(h)         
(A) the Series 2021-A Reserve Account shall be subject to an injunction, estoppel or other stay
or a Lien (other than any Lien described in clause (iii) of the definition of Series 2021-A Permitted Lien) for a period of at least three
(3) consecutive Business Days or (B) other than any Lien described in clause (iii) of the definition of Series 2021-A Permitted Lien,
the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2021-A Reserve Account Collateral
(or any of HVF III or any Affiliate thereof so asserts in writing) and, in each case, the Series 2021-A Adjusted Liquid Enhancement Amount,
excluding therefrom the Series 2021-A Available Reserve Account Amount, would be less than the Series 2021-A Required Liquid Enhancement
Amount and such cessation shall not have resulted from a Series 2021-A Permitted Lien;


 


(i)           
from and after the funding of the Series 2021-A L/C Cash Collateral Account, (A) the Series 2021-A
L/C Cash Collateral Account shall be subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause
(iii) of the definition of Series 2021-A Permitted Lien) for a period of at least three (3) consecutive Business Days or (B) other than
any Lien described in clause (iii) of the definition of Series 2021-A Permitted Lien, the Trustee shall cease to have a valid and perfected
first priority security interest in the Series 2021-A L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts
in writing) and, in each case, the Series 2021-A Adjusted Liquid Enhancement Amount, excluding therefrom the Series 2021-A Available L/C
Cash Collateral Account Amount, would be less than the Series 2021-A Required Liquid Enhancement Amount;


 


(j)            
a Change of Control shall have occurred;


 






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(k)         
HVF III shall fail to acquire and maintain in force one or more Series 2021-A Interest Rate Caps
at the times and in at least the notional amounts required by the terms of Section 4.4 (Series 2021-A Interest Rate Caps)
and such failure continues for at least three (3) consecutive Business Days;


 


(l)           
other than as a result of a Series 2021-A Permitted Lien, the Trustee shall for any reason cease
to have a valid and perfected first priority security interest in the Series 2021-A Collateral (other than the Series 2021-A Reserve Account
Collateral, the Series 2021-A L/C Cash Collateral Account Collateral or any Series 2021-A Letter of Credit) or HVF III or any Affiliate
thereof so asserts in writing;


 


(m)          
the occurrence of a Hertz Senior Facility Default or a Hertz Senior Financial Covenant Breach;


 


(n)          
either of HVF III or the Administrator fails to comply with any of its other agreements or covenants
in the Series 2021-A Notes or any Series 2021-A Related Document and the failure to so comply materially and adversely affects the interests
of the Series 2021-A Noteholders and continues to materially and adversely affect the interests of the Series 2021-A Noteholders for a
period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual 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 III
by the Trustee or to HVF III and the Trustee by the Program Agent;


 


(o)          
(i) any representation made by HVF III in any Series 2021-A Related Document is false or (ii)(A)
any representation made by the Administrator herein or (B) any schedule, certificate, financial statement, report, notice, or other writing
furnished by or on behalf of the Administrator to any Funding Agent pursuant Section 6.2(r) (Financial Statements and Other
Reporting), in the case of either the preceding clause (A) or (B), is false or misleading on the date as of which the facts therein
set forth are stated or certified, and, in the case of either the preceding clauses (i) or (ii), such falsity materially
and adversely affects the interests of the Series 2021-A Noteholders and such falsity is not cured for a period of thirty (30) consecutive
days after the earlier of (x) the date on which an Authorized Officer of HVF III or the Administrator, as the case may be, obtains actual
knowledge thereof or (y) the date that written notice thereof is given to HVF III or the Administrator, as the case may be, by the Trustee
or to HVF III or the Administrator, as the case may be, and to the Trustee by the Program Agent;


 


(p)          
(I) the Lease Servicer shall fail to comply with its obligations under any Back-Up Disposition
Agent Agreement and the failure to so comply materially and adversely affects the interests of the Series 2021-A Noteholders and continues
to materially and adversely affect the interests of the Series 2021-A Noteholders for a period of thirty (30) consecutive days after the
earlier of (i) the date on which an Authorized Officer of the Administrator or HVF III obtains actual knowledge thereof or (ii) the date
on which written notice of such failure, requiring the same to be remedied, shall have been given to the Administrator and HVF III by
the Trustee or to the Administrator, HVF III and the Trustee by the Program Agent or (II) any Back-Up Disposition Agent Agreement or any
material portion thereof shall cease, for any reason, to be in full force and effect or enforceable (other than in accordance with its
terms or otherwise as expressly permitted in such Back-Up Disposition Agent Agreement) for a period of thirty (30) consecutive days after
the earlier of (i) the date on which an Authorized Officer of HVF III or the Administrator, as applicable, obtains actual knowledge thereof
or (ii) the date on which written notice thereof shall have been given to HVF III and the Administrator by the Trustee or to HVF III,
the Administrator and the Trustee by the Program Agent (unless such failure to be in full force and effect or failure to be enforceable
is a result of a breach of such Back-Up Disposition Agent Agreement or any portion thereof by the Administrator, in its capacity as Servicer,
in which case such thirty (30) day grace period shall not apply); 


 






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(q)        
the Administrator fails to comply with any of its other agreements or covenants in any Series 2021-A Related Document or any representation
made by the Administrator in any Series 2021-A Related Document is false and the failure to so comply or such false representation, as
the case may be, materially and adversely affects the interests of the Series 2021-A Noteholders and continues to materially and adversely
affect the interests of the Series 2021-A Noteholders for a period of thirty (30) days after the earlier of (i) the date on which an Authorized
Officer of the Administrator or the Administrator, as applicable, obtains actual knowledge thereof or (ii) the date on which written notice
of such failure or such false representation, requiring the same to be remedied, shall have been given to the Administrator by the Trustee
or to the Administrator and the Trustee by the Program Agent; or


 


(r)         
the failure to meet the conditions set forth on Schedule VIII (Conditions Subsequent to Funding) hereto on June 30,
2021 (unless such conditions are otherwise expressly waived in accordance with the terms herein).


 


Section 7.2.         
Effects of Amortization Events.


 


(a)          
In the case of:


 


(i)           
any event described in Sections 7.1(a) through (d) and (r) (Amortization
Events), an Amortization Event with respect to the Series 2021-A Notes will immediately occur without any notice or other action on
the part of the Trustee or any Series 2021-A Noteholder, and


 


(ii)          
any event described in Sections 7.1(e) through (q) (Amortization Events),
so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Required Controlling Class Series 2021-A
Noteholders may, by written notice to HVF III and the Trustee, declare that an Amortization Event with respect to the Series 2021-A Notes
has occurred as of the date of the notice.


 


(b)        
(i)           An Amortization Event with respect to the Series 2021-A Notes described in Sections 7.1(a)
through (d) (Amortization Events) above may be waived solely with the written consent of Series 2021-A Noteholders holding
100% of the Series 2021-A Principal Amount.


 


(ii)           
An Amortization Event with respect to the Series 2021-A Notes described in Section 7.1(n)
(Amortization Events) (solely with respect to any agreement, covenant or provision in the Series 2021-A Notes or any other Series
2021-A Related Document the amendment or modification of which requires the consent of Series 2021-A Noteholders holding more than 662⁄3%
of the Series 2021-A Principal Amount or that otherwise prohibits HVF III from taking any action without the consent of Series 2021-A
Noteholders holding more than 662⁄3% of the Series 2021-A Principal Amount) or Section 7.1(p) and (r) (Amortization
Events) (solely with respect to any agreement, covenant or provision in the related Back-Up Disposition Agent Agreement the amendment
or modification of which requires the consent of Series 2021-A Noteholders holding more than 662⁄3% of the Series 2021-A Principal
Amount or that otherwise prohibits HVF III from taking any action without the consent of Series 2021-A Noteholders holding more than 662⁄3%
of the Series 2021-A Principal Amount) may be waived solely with the written consent of the Required Unanimous Controlling Class Series
2021-A Noteholders.


 






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(iii)         An
Amortization Event with respect to the Series 2021-A Notes described in Sections 7.1(e) through (m) and (o) (Amortization
Events), Section 7.1(n) (Amortization Events) (other than with respect
to any agreement, covenant or provision in the Series 2021-A Notes or any other Series 2021-A Related Document the amendment or modification
of which requires the consent of Series 2021-A Noteholders holding more than 662⁄3% of the Series 2021-A Principal Amount or that
otherwise prohibits HVF III from taking any action without the consent of Series 2021-A Noteholders holding more than 662⁄3 of the
Series 2021-A Principal Amount), Section 7.1(p) (Amortization Events) (other than
with respect to any agreement, covenant or provision in the related Back-Up Disposition Agent Agreement the amendment or modification
of which requires the consent of Series 2021-A Noteholders holding more than 662⁄3% of the Series 2021-A Principal Amount or that
otherwise prohibits HVF III from taking any action without the consent of Series 2021-A Noteholders holding more than 662⁄3% of
the Series 2021-A Principal Amount) or Section 7.1(q) (Amortization Events) may be
waived solely with the written consent of the Required Supermajority Controlling Class Series 2021-A Noteholders.


 


Notwithstanding anything herein to the contrary,
and for the avoidance of doubt, an Amortization Event with respect to the Series 2021-A Notes described in any of Section 7.1 (g),
(h), (i), or (l) (Amortization Events) above shall be curable at any time.


 


Article
VIII



FORM OF SERIES 2021-A NOTES


 


Section 8.1.         
Form of Series 2021-A Notes. For each Class A Investor Group requesting a definitive note, the Class A Notes shall be issued
in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-1
hereto, and shall be sold to the Class A Noteholders pursuant to and in accordance with the terms hereof and shall be duly executed by
HVF III and authenticated by the Trustee in the manner set forth in Section 2.4 (Execution and Authentication) of the Base Indenture.
For each Class B Investor Group requesting a definitive Class B Note, the Class B Notes shall be issued in the form of definitive notes
in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-2 hereto, and shall be sold to the
Class B Noteholders pursuant to and in accordance with the terms hereof and shall be duly executed by HVF III and authenticated by the
Trustee in the manner set forth in Section 2.4 (Execution and Authentication) of the Base Indenture. The Class RR Notes (other
than any Uncertificated Notes) shall be issued in the form of definitive notes in fully registered form without interest coupons, substantially
in the form set forth in Exhibit A-3 hereto, and shall be sold to the Class RR Noteholder pursuant to and in accordance with the terms
hereof and shall be duly executed by HVF III and authenticated by the Trustee in the manner set forth in Section 2.4 (Execution and
Authentication) of the Base Indenture.


 






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The Trustee shall, or shall
cause the Registrar to, record all Class A Advances and Class A Decreases such that the principal amount of the Class A Notes that are
outstanding accurately reflects all such Class A Advances and Class A Decreases.


 


Each Series 2021-A Note (other
than any Uncertificated Note) shall bear the following legend:


 


THIS
[CLASS A/B/RR] SERIES 2021-A NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR WITH ANY STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES FOR THE BENEFIT OF HVF
III THAT SUCH [CLASS A/B/RR] SERIES 2021-A NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SERIES 2021-A NOTE ONLY (A) TO HVF III, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT OR (D) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH
SUCH CASE, IN COMPLIANCE WITH THE BASE INDENTURE,


 


THE
SERIES 2021-A SUPPLEMENT AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, SUBJECT TO THE
RIGHT OF HVF III, PRIOR TO ANY TRANSFER PURSUANT TO CLAUSE (C), TO REQUIRE THE DELIVERY TO IT OF A PURCHASER’S LETTER IN
THE FORM OF EXHIBIT [E-1/2/3] TO THE SERIES 2021-A SUPPLEMENT CERTIFYING, AMONG OTHER THINGS, THAT SUCH PURCHASER IS AN INSTITUTIONAL
 “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND SUBJECT TO THE RIGHT
OF HVF III, PRIOR TO ANY TRANSFER PURSUANT TO CLAUSE (D), TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO IT.


 


The required legends set forth above shall not
be removed from the Series 2021-A Notes except as provided herein.


 


The Series 2021-A Notes may
have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Series 2021-A
Notes, as evidenced by their execution of the Series 2021-A Notes. The Series 2021-A Notes may be produced in any manner, all as determined
by the officers executing such Series 2021-A Notes, as evidenced by their execution of such Series 2021-A Notes.


 






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Section 8.2.       
Uncertificated Notes. If requested by the applicable Noteholder, the Series 2021-A Notes shall be issued in the form of
Uncertificated Notes. With respect to any Uncertificated Note, the Trustee shall provide to the beneficial owner promptly after registration
of the Uncertificated Note in the Note Register by the Registrar a Confirmation of Registration, the form of which shall be set forth
in Exhibit P hereto.


 


(a)          
Except as otherwise expressly provided herein:


 


(i)           
Uncertificated Notes registered in the name of a Person shall be considered “held”
by such Person for all purposes of this Series 2021-A Supplement;


 


(ii)           
with respect to any Uncertificated Note, (a) references herein to authentication and delivery of a Series 2021-A Note shall
be deemed to refer to creation of an entry for such Series 2021-A Note in the Note Register and
registration of such Series 2021-A Note in the name of the owner, (b) references herein to cancellation of a Series 2021-A Note shall
be deemed to refer to deregistration of such Series 2021-A Note and (c) references herein to the date of authentication of a Series 2021-A
Note shall refer to the date of registration of such Series 2021-A Note in the Note Register in the name of the owner thereof;


 


(b)        
references to execution of Series 2021-A Notes by HVF III, to surrender of the Series 2021-A Notes and to presentment of the Series
2021-A Notes shall be deemed not to refer to Uncertificated Notes; provided that the provisions of Section 9.1 (Transfers of
Series 2021-A Notes) relating to surrender of the Series 2021-A Notes shall apply equally to deregistration of Uncertificated Notes;


 


(c)          
for the avoidance of doubt, no Confirmation of Registration shall be required to be surrendered (x) in connection with a transfer
of the related Uncertificated Note or (y) in connection with the final payment of the related Uncertificated Note;


 


(d)          
the Note Register shall be conclusive evidence of the ownership of an Uncertificated Note;


 


(e)        
each of the Series 2021-A Notes in the form of a definitive note may also be exchanged in its entirety for an Uncertificated Note
and, upon complete exchange thereof, such Series 2021-A Notes shall be cancelled and deregistered by the Registrar;


 


(f)         
each of the Uncertificated Notes may be exchanged in its entirety for a Series 2021-A Note in the form of a definitive note and,
upon complete exchange thereof, such Uncertificated Note shall be deregistered by the Registrar and the Series 2021-A Note (in the form
of a definitive note) received in such exchange shall be registered in the Note Register by the Registrar.


 



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Article
IX



TRANSFERS, REPLACEMENTS AND ASSIGNMENTS


 


Section 9.1.           
Transfer of Series 2021-A Notes.


 


(a)        
Other than in accordance with this Article IX (Transfers, Replacements and Assignments),
the Series 2021-A Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by the Series 2021-A
Noteholders.


 


(b)        
Subject to the terms and restrictions set forth in the Base Indenture and this Series 2021-A Supplement
(including, without limitation, Section 9.3 (Assignments)), the holder of any Class A Note may transfer the same in whole
or in part, in an amount equivalent to an authorized denomination, by surrendering (or deregistering, in the case of the Uncertificated
Notes) such Class A Note at the office maintained by the Registrar for such purpose pursuant to Section 2.5 (Registrar and Paying Agent)
of the Base Indenture, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument
of transfer in form satisfactory to HVF III and the Registrar by, the holder thereof and accompanied by a certificate substantially in
the form of Exhibit E-1 hereto; provided, that if the holder of any Class A Note transfers, in whole or in part, its interest
in any Class A Note pursuant to (i) a Class A Assignment and Assumption Agreement substantially in the form of Exhibit G-1 hereto
or (ii) a Class A Investor Group Supplement substantially in the form of Exhibit H-1 hereto, then such Class A Noteholder will
not be required to submit a certificate substantially in the form of Exhibit E-1 hereto upon transfer of its interest in such Class
A Note; provided further that, notwithstanding anything to the contrary contained in this Series 2021-A Supplement, no Class A
Note shall be transferrable to any Disqualified Party without the prior written consent of an Authorized Officer of HVF III, which consent
may be withheld for any reason in HVF III’s sole and absolute discretion. In exchange for any Class A Note properly presented for
transfer, HVF III shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in
compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the
transferee may request, Class A Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any Class
A Note in part, HVF III shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered
to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Class
A Notes for the aggregate principal amount that was not transferred. No transfer of any Class A Note shall be made unless the request
for such transfer is made by the Class A Noteholder at such office. In the case of a transfer to a Noteholder electing to take such Series
2021-A Note in the form of an Uncertificated Note, the Trustee shall deliver a Confirmation of Registration to the transferee. Neither
HVF III nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall
be protected in relying on, such instructions. Upon the issuance of transferred Class A Notes, the Trustee shall recognize the Holders
of such Class A Note as Class A Noteholders.


 






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(c)          
Subject to the terms and restrictions set forth in the Base Indenture and this Series 2021-A Supplement
(including, without limitation, Section 9.3 (Assignments)), the holder of any Class B Note may transfer the same in whole
or in part, in an amount equivalent to an authorized denomination, by surrendering (or deregistering, in the case of the Uncertificated
Notes) such Class B Note at the office maintained by the Registrar for such purpose pursuant to Section 2.5 (Registrar and Paying Agent)
of the Base Indenture, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument
of transfer in form satisfactory to HVF III and the Registrar by, the holder thereof and accompanied by a certificate substantially in
the form of Exhibit E-2 hereto; provided, that if the holder of any Class B Note transfers, in whole or in part, its interest
in any Class B Note pursuant to a Class B Assignment and Assumption Agreement substantially in the form of Exhibit G-2 hereto,
then such Class B Noteholder will not be required to submit a certificate substantially in the form of Exhibit E-2 hereto upon
transfer of its interest in such Class B Note; provided further that, notwithstanding anything to the contrary contained in this
Series 2021-A Supplement, no Class B Note shall be transferrable to any Disqualified Party without the prior written consent of an Authorized
Officer of HVF III, which consent may be withheld for any reason in HVF III’s sole and absolute discretion. In exchange for any
Class B Note properly presented for transfer, HVF III shall execute and the Trustee shall promptly authenticate and deliver or cause to
be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the
transferee) to such address as the transferee may request, Class B Notes for the same aggregate principal amount as was transferred. In
the case of a transfer to a Noteholder electing to take such Series 2021-A Note in the form of an Uncertificated Note, the Trustee shall
deliver a Confirmation of Registration to the transferee. In the case of the transfer of any Class B Note in part, HVF III shall execute
and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or
send by mail (at the risk of the transferor) to such address as the transferor may request, Class B Notes for the aggregate principal
amount that was not transferred. No transfer of any Class B Note shall be made unless the request for such transfer is made by the Class
B Noteholder at such office. Neither HVF III nor the Trustee shall be liable for any delay in delivery of transfer instructions and each
may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of transferred Class B Notes, the
Trustee shall recognize the Holders of such Class B Note as Class B Noteholders.


 


(d)          
Subject to the terms and restrictions set forth in the Base Indenture and this Series 2021-A Supplement
(including, without limitation, Section 9.3 (Assignments)) and subject to compliance with EU Risk Retention Rules and UK
Risk Retention Rules, the holder of any Class RR Note may transfer the same in whole or in part, in an amount equivalent to an authorized
denomination, by surrendering (or deregistering, in the case of the Uncertificated Notes) such Class RR Note at the office maintained
by the Registrar for such purpose pursuant to Section 2.5 (Registrar and Paying Agent) of the Base Indenture, with the form of
transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to HVF
III and the Registrar by, the holder thereof and accompanied by a certificate substantially in the form of Exhibit E-3 hereto;
provided, that if the holder of any Class RR Note transfers, in whole or in part, its interest in any Class RR Note pursuant to
a Class RR Assignment and Assumption Agreement substantially in the form of Exhibit G-3 hereto, then such Class RR Noteholder will
not be required to submit a certificate substantially in the form of Exhibit E-3 hereto upon transfer of its interest in such Class
RR Note; provided further that, notwithstanding anything to the contrary contained in this Series 2021-A Supplement, no Class RR
Note shall be transferrable to any Disqualified Party without the prior written consent of an Authorized Officer of HVF III, which consent
may be withheld for any reason in HVF III’s sole and absolute discretion. In exchange for any Class RR Note properly presented for
transfer, HVF III shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in
compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the
transferee may request, Class RR Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any
Class RR Note in part, HVF III shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and
delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request,
Class RR Notes for the aggregate principal amount that was not transferred. In the case of a transfer to a Noteholder electing to take
such Series 2021-A Note in the form of an Uncertificated Note, the Trustee shall deliver a Confirmation of Registration to the transferee.
No transfer of any Class RR Note shall be made unless the request for such transfer is made by the Class RR Noteholder at such office.
Neither HVF III nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on,
and shall be protected in relying on, such instructions. Upon the issuance of transferred Class RR Notes, the Trustee shall recognize
the Holders of such Class RR Note as Class RR Noteholders.


 



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Section 9.2.          
Replacement of Investor Group.


 


(a)          
Replacement of Class A Investor Group.


 


(i)           
Notwithstanding anything to the contrary contained herein or in any other Series 2021-A Related
Document, in the event that


 


A.            
any Affected Person shall request reimbursement for amounts owing pursuant to any Specified Cost
Section,


 


B.            a
Class A Committed Note Purchaser shall become a Class A Defaulting Committed Note Purchaser, and such Class A Defaulting Committed Note
Purchaser shall fail to pay any amounts in accordance with Section 2.2(a)(vii) (Class A Funding Defaults) within five (5)
Business days after demand from the applicable Class A Funding Agent,


 


C.           
any Class A Committed Note Purchaser or Class A Conduit Investor shall (I) become a Non-Extending
Purchaser or (II) deliver a Class A Delayed Funding Notice or a Class A Second Delayed Funding Notice,


 


D.           
as of any date of determination (I) the rolling average Class A CP Rate applicable to the Class
A CP Tranche attributable to any Class A Conduit Investor for any three (3) month period is equal to or greater than the greater of (x)
the Class A CP Rate applicable to such Class A CP Tranche attributable to such Class A Conduit Investor at the start of such period plus
0.50% and (y) the product of (a) the Class A CP Rate applicable to such Class A CP Tranche attributable to such Class A Conduit Investor
at the start of such period and (b) 125%, (II) any portion of the Class A Investor Group Principal Amount with respect to such Class A
Conduit Investor is being continued or maintained as a Class A CP Tranche as of such date and (III) the circumstance described in clause
(I) does not apply to more than two Class A Conduit Investors as of such date,


 






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E.           any
Class A Committed Note Purchaser or Class A Conduit Investor fails to give its consent to any amendment, modification, termination or
waiver of any Series 2021-A Related Document (a “Class A Action”), by the date specified by HVF III, for which (I)
at least half of the percentage of the Class A Committed Note Purchasers and the Class A Conduit Investors required for such Class A
Action have consented to such Class A Action, and (II) the percentage of the Class A Committed Note Purchasers and the Class A Conduit
Investors required for such Class A Action have not consented to such Class A Action or provided written notice that they intend to consent
(each, a “Class A Non-Consenting Purchaser”), or


 


F.           any
Committed Note Purchaser shall request any information pursuant to Section 6.4(a)(ii)(C) (European Union Securitisation
Risk Retention and United Kingdom Securitisation Risk Retention Representations and Undertaking),
(I) that is not readily available to the Administrator and cannot otherwise be provided without undue burden or expense and (II) the
Administrator has promptly notified the applicable Committed Note Purchaser in writing that the circumstances in the foregoing clause
(I) apply and the applicable Committed Note Purchaser has not withdrawn such request for information (each such Class A Committed
Note Purchaser or Conduit Investor described in clauses (A) through (F), a “Class A Potential Terminated Purchaser”),


 


HVF III shall be permitted,
upon no less than seven (7) days’ notice to the Program Agent, a Class A Potential Terminated Purchaser and its related Class A
Funding Agent, to (x)(1) elect to terminate the Class A Commitment, if any, of such Class A Potential Terminated Purchaser on the date
specified in such termination notice, and (2) prepay on the date of such termination such Class A Potential Terminated Purchaser’s
portion of the Class A Investor Group Principal Amount for such Class A Potential Terminated Purchaser’s Class A Investor Group
and all accrued and unpaid interest thereon, if any, or (y) elect to cause such Class A Potential Terminated Purchaser to (and the Class
A Potential Terminated Purchaser must) assign its Class A Commitment to a replacement purchaser who may be an existing Class A Conduit
Investor, Committed Note Purchaser, Class A Program Support Provider or other Class A Noteholder (each, a “Class A Replacement
Purchaser” and, any such Class A Potential Terminated Purchaser with respect to which HVF III has made any such election, a
 “Class A Terminated Purchaser”).


 






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(ii)           
HVF III shall not make an election described in Section 9.2(a)(i) (Replacement of Class
A Investor Group) unless (A) no Amortization Event or Potential Amortization Event with respect to Class A Notes shall have occurred
and be continuing at the time of such election (unless such Amortization Event or Potential Amortization Event would no longer be continuing
after giving effect to such election), (B) in respect of an election described in clause (y) of the final paragraph of Section
9.2(a)(i) (Replacement of Class A Investor Group) only, on or prior to the effectiveness of the applicable assignment, the
Class A Terminated Purchaser shall have been paid its portion of the Class A Investor Group Principal Amount for such Class A Terminated
Purchaser’s Class A Investor Group and all accrued and unpaid interest thereon, if any, by or on behalf of HVF III or the related
Class A Replacement Purchaser, (C) in the event that the Class A Terminated Purchaser is a Non-Extending Purchaser, the Class A Replacement
Purchaser, if any, shall have agreed to the applicable extension of the Class A Commitment Termination Date and (D) in the event that
the Class A Terminated Purchaser is a Class A Non-Consenting Purchaser, the Class A Replacement Purchaser, if any, shall have consented
to the applicable amendment, modification, termination or waiver. Each Class A Terminated Purchaser hereby agrees to take all actions
reasonably necessary, at the expense of HVF III, to permit a Class A Replacement Purchaser to succeed to its rights and obligations hereunder.
Notwithstanding the foregoing, the consent of each then-current member of an existing Class A Investor Group (other than any Class A Terminated
Purchaser in such Class A Investor Group) shall be required in order for a Class A Replacement Purchaser to join any such Class A Investor
Group. Upon the effectiveness of any such assignment to a Class A Replacement Purchaser, (A) such Class A Replacement Purchaser shall
become a “Class A Committed Note Purchaser” or “Class A Conduit Investor”, as applicable, hereunder for all purposes
of this Series 2021-A Supplement and the other Series 2021-A Related Documents, (B) such Class A Replacement Purchaser shall have a Class
A Commitment and a Class A Committed Note Purchaser Percentage in an amount not less than the Class A Terminated Purchaser’s Class
A Commitment and Class A Committed Note Purchaser Percentage assumed by it, (C) the Class A Commitment of the Class A Terminated Purchaser
shall be terminated in all respects and the Class A Committed Note Purchaser Percentage of such Class A Terminated Purchaser shall become
zero and (D) the Program Agent shall revise Schedule II hereto to reflect the immediately preceding clauses (A) through
(C).


 


(b)          
Replacement of Class B Investor Group.


 


(i)           
Notwithstanding anything to the contrary contained herein or in any other Series 2021-A Related
Document, in the event that


 


A.         any
Class B Committed Note Purchaser or Class B Conduit Investor fails to give its consent to any amendment, modification, termination or
waiver of any Series 2021-A Related Document (a “Class B Action”), by the date specified by HVF III, for which (I)
at least half of the percentage of the Class B Committed Note Purchasers and the Class B Conduit Investors required for such Class B
Action have consented to such Class B Action, and (II) the percentage of the Class B Committed Note Purchasers and the Class B Conduit
Investors required for such Class B Action have not consented to such Class B Action or provided written notice that they intend to consent
(each, a “Class B Non-Consenting Purchaser”, and each such Class B Committed Note Purchaser or Conduit Investor described
herein, a “Class B Potential Terminated Purchaser”),


 


HVF III shall be permitted,
upon no less than seven (7) days’ notice to the Program Agent, a Class B Potential Terminated Purchaser and its related Class B
Funding Agent, to (x) prepay on the date of such termination such Class B Potential Terminated Purchaser’s portion of the Class
B Investor Group Principal Amount for such Class B Potential Terminated Purchaser’s Class B Investor Group and all accrued and unpaid
interest thereon, if any, or (y) elect to cause such Class B Potential Terminated Purchaser to (and the Class B Potential Terminated Purchaser
must) transfer its Class B Note to a purchaser who may be an existing Class B Conduit Investor, Committed Note Purchaser, Class B Program
Support Provider or other Class B Noteholder (each, a “Class B Replacement Purchaser” and, any such Class B Potential
Terminated Purchaser with respect to which HVF III has made any such election, a “Class B Terminated Purchaser”); provided
that no payment of a Class B Note may be made pursuant to this paragraph, unless the conditions set forth in Section 2.5(b) (Reduction
in Class B Principal Amount) are satisfied.


 






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(ii)           
HVF III shall not make an election described in Section 9.2(b)(i) (Replacement of Class
B Investor Group) unless (A) no Amortization Event or Potential Amortization Event with respect to Class B Notes shall have occurred
and be continuing at the time of such election (unless such Amortization Event or Potential Amortization Event would no longer be continuing
after giving effect to such election), (B) in respect of an election described in clause (y) of the final paragraph of Section
9.2(b)(i) (Replacement of Class B Investor Group) only, on or prior to the effectiveness of the applicable assignment, the
Class B Terminated Purchaser shall have been paid its portion of the Class B Investor Group Principal Amount for such Class B Terminated
Purchaser’s Class B Investor Group and all accrued and unpaid interest thereon, if any, by or on behalf of HVF III or the related
Class B Replacement Purchaser, (C) in the event that the Class B Terminated Purchaser is a Non-Extending Purchaser, the Class B Replacement
Purchaser, if any, shall have agreed to the applicable extension of the Class B Commitment Termination Date and (D) in the event that
the Class B Terminated Purchaser is a Class B Non-Consenting Purchaser, the Class B Replacement Purchaser, if any, shall have consented
to the applicable amendment, modification, termination or waiver. Each Class B Terminated Purchaser hereby agrees to take all actions
reasonably necessary, at the expense of HVF III, to permit a Class B Replacement Purchaser to succeed to its rights and obligations hereunder.
Notwithstanding the foregoing, the consent of each then-current member of an existing Class B Investor Group (other than any Class B Terminated
Purchaser in such Class B Investor Group) shall be required in order for a Class B Replacement Purchaser to join any such Class B Investor
Group. Upon the effectiveness of any such transfer to a Class B Replacement Purchaser, (A) such Class B Replacement Purchaser shall become
a “Class B Committed Note Purchaser” or “Class B Conduit Investor”, as applicable, hereunder for all purposes
of this Series 2021-A Supplement and the other Series 2021-A Related Documents and (B) the Program Agent shall revise Schedule IV hereto
to reflect the immediately preceding clauses (A).


 






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Section 9.3.          
Assignments.


 


(a)          
Class A Assignments.


 


(i)            Any
Class A Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Series 2021-A Supplement
and the Class A Notes, with the prior written consent of HVF III, which consent shall not be unreasonably withheld, to one or more financial
institutions (a “Class A Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption agreement,
substantially in the form of Exhibit G-1 (the “Class A Assignment and Assumption Agreement”), executed by such
Class A Acquiring Committed Note Purchaser, such assigning Class A Committed Note Purchaser, the Class A Funding Agent with respect to
such Class A Committed Note Purchaser and HVF III and delivered to the Program Agent; provided that, the consent of HVF III to
any such assignment shall not be required (A) after the occurrence and during the continuance of an Amortization Event with respect to
the Series 2021-A Notes or (B) if such Class A Acquiring Committed Note Purchaser is an Affiliate of such assigning Class A Committed
Note Purchaser; provided further, that HVF III may withhold its consent in its sole and absolute discretion (and such withholding
shall be deemed reasonable) to an assignment to a potential Class A Acquiring Committed Note Purchaser that is a Disqualified Party.
An assignment by a Class A Committed Note Purchaser that is part of a Class A Investor Group that includes a Class A Conduit Investor
to a Class A Investor Group that does not include a Class A Conduit Investor may be made pursuant to this Section 9.3(a)(i) (Class
A Assignments); provided that, immediately prior to such assignment each Class A Conduit Investor that is part of the assigning
Class A Investor Group shall be deemed to have assigned all of its rights and obligations in the Class A Notes (and its rights and obligations
hereunder and under each other Series 2021-A Related Document) in respect of such assigned interest to its related Class A Committed
Note Purchaser pursuant to Section 9.3(a)(vii) (Class A Assignments). Notwithstanding anything to the contrary herein,
any assignment by a Class A Committed Note Purchaser to a different Class A Investor Group that includes a Class A Conduit Investor shall
be made pursuant to Section 9.3(a)(iii) (Class A Assignments), and not this Section 9.3(a)(i) (Class A Assignments).


 


(ii)          Without
limiting Section 9.3(a)(i) (Class A Assignments), each Class A Conduit Investor may assign all or a portion of the Class
A Investor Group Principal Amount with respect to such Class A Conduit Investor and its rights and obligations under this Series 2021-A
Supplement and each other Series 2021-A Related Document to which it is a party (or otherwise to which it has rights) to a Class A Conduit
Assignee with respect to such Class A Conduit Investor without the prior written consent of HVF III. Upon such assignment by a Class
A Conduit Investor to a Class A Conduit Assignee:


 


A.           
such Class A Conduit Assignee shall be the owner of the Class A Investor Group Principal Amount
or such portion thereof with respect to such Class A Conduit Investor,


 


B.            
the related administrative or managing agent for such Class A Conduit Assignee will act as the
Class A Funding Agent for such Class A Conduit Assignee hereunder, with all corresponding rights and powers, express or implied, granted
to the Class A Funding Agent hereunder or under each other Series 2021-A Related Document,


 


C.           such
Class A Conduit Assignee and its liquidity support provider(s) and credit support provider(s) and other related parties, in each case
relating to the Class A Commercial Paper and/or the Class A Notes, shall have the benefit of all the rights and protections provided
to such Class A Conduit Investor herein and in each other Series 2021-A Related Document (including any limitation on recourse against
such Class A Conduit Assignee as provided in this paragraph),


 






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D.          
such Class A Conduit Assignee shall assume all of such Class A Conduit Investor’s obligations,
if any, hereunder and under each other Series 2021-A Related Document with respect to such portion of the Class A Investor Group Principal
Amount and such Class A Conduit Investor shall be released from such obligations,


 


E.           
all distributions in respect of the Class A Investor Group Principal Amount or such portion thereof
with respect to such Class A Conduit Investor shall be made to the applicable Class A Funding Agent on behalf of such Class A Conduit
Assignee,


 


F.            
the definition of the term “Class A CP Rate” with respect to the portion of the Class
A Investor Group Principal Amount with respect to such Class A Conduit Investor, as applicable funded with commercial paper issued by
such Class A Conduit Assignee from time to time shall be determined in the manner set forth in the definition of “Class A CP Rate”
applicable to such Class A Conduit Assignee on the basis of the interest rate or discount applicable to commercial paper issued by such
Class A Conduit Assignee (rather than any other Class A Conduit Investor),


 


G.           
the defined terms and other terms and provisions of this Series 2021-A Supplement and each other
Series 2021-A Related Documents shall be interpreted in accordance with the foregoing, and


 


H.         
if reasonably requested by the Class A Funding Agent with respect to such Class A Conduit Assignee,
the parties will execute and deliver such further agreements and documents and take such other actions as the Class A Funding Agent may
reasonably request to evidence and give effect to the foregoing.


 


No assignment by any
Class A Conduit Investor to a Class A Conduit Assignee of all or any portion of the Class A Investor Group Principal Amount with respect
to such Class A Conduit Investor shall in any way diminish the obligation of the Class A Committed Note Purchasers in the same Class A
Investor Group as such Class A Conduit Investor under Section 2.2 (Advances) to fund any Class A Advance not funded by such
Class A Conduit Investor or such Class A Conduit Assignee.


 






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(iii)          
Any Class A Conduit Investor and the Class A Committed Note Purchaser with respect to such Class
A Conduit Investor (or, with respect to any Class A Investor Group without a Class A Conduit Investor, the related Class A Committed Note
Purchaser) at any time may sell all or any part of their respective (or, with respect to a Class A Investor Group without a Class A Conduit
Investor, its) rights and obligations under this Series 2021-A Supplement and the Class A Notes, with the prior written consent of HVF
III, which consent shall not be unreasonably withheld, to a Class A Investor Group with respect to which each acquiring Class A Conduit
Investor is a multi-seller commercial paper conduit, whose commercial paper has ratings of at least “A-2” from S&P and
 “P2” from Moody’s and that includes one or more financial institutions providing support to such multi-seller commercial
paper conduit (a “Class A Acquiring Investor Group”) pursuant to a transfer supplement, substantially in the form of
Exhibit H-1 (the “Class A Investor Group Supplement”), executed by such Class A Acquiring Investor Group, the
Class A Funding Agent with respect to such Class A Acquiring Investor Group (including each Class A Conduit Investor (if any) and the
Class A Committed Note Purchasers with respect to such Class A Investor Group), such assigning Class A Conduit Investor and the Class
A Committed Note Purchasers with respect to such Class A Conduit Investor, the Class A Funding Agent with respect to such assigning Class
A Conduit Investor and Class A Committed Note Purchasers and HVF III and delivered to the Program Agent; provided that, the consent
of HVF III to any such assignment shall not be required after the occurrence and during the continuance of an Amortization Event with
respect to the Series 2021-A Notes; provided further that HVF III may withhold its consent in its sole and absolute discretion
(and such withholding shall be deemed reasonable) to an assignment to a potential Class A Acquiring Investor Group that (a) has ratings
of at least “A-2” from S&P and “P2” by Moody’s, but does not have ratings of at least “A-1”
from S&P or “P1” by Moody’s if such assignment will result in a material increase in HVF III’s costs of financing
with respect to the applicable Class A Notes or (b) is a Disqualified Party.


 


(iv)         
Any Class A Committed Note Purchaser may, in the ordinary course of its business and in accordance
with applicable law, at any time sell to one or more financial institutions or other entities (“Class A Participants”)
participations in its Class A Committed Note Purchaser Percentage of the Class A Maximum Investor Group Principal Amount with respect
to it and the other Class A Committed Note Purchasers included in the related Class A Investor Group, its Class A Note and its rights
hereunder (or, in each case, a portion thereof) pursuant to documentation in form and substance satisfactory to such Class A Committed
Note Purchaser and the Class A Participant; provided, however, that (i) in the event of any such sale by a Class A Committed
Note Purchaser to a Class A Participant, (A) such Class A Committed Note Purchaser’s obligations under this Series 2021-A Supplement
shall remain unchanged, (B) such Class A Committed Note Purchaser shall remain solely responsible for the performance thereof and (C)
HVF III and the Program Agent shall continue to deal solely and directly with such Class A Committed Note Purchaser in connection with
its rights and obligations under this Series 2021-A Supplement, (ii) no Class A Committed Note Purchaser shall sell any participating
interest under which the Class A Participant shall have any right to approve, veto, consent, waive or otherwise influence any approval,
consent or waiver of such Class A Committed Note Purchaser with respect to any amendment, consent or waiver with respect to this Series
2021-A Supplement or any other Series 2021-A Related Document, except to the extent that the approval of such amendment, consent or waiver
otherwise would require the unanimous consent of all Class A Committed Note Purchasers hereunder, and (iii) no Class A Committed Note
Purchaser shall sell any participating interest to any Disqualified Party. A Class A Participant shall have the right to receive reimbursement
for amounts due pursuant to each Specified Cost Section but only to the extent that the related selling Class A Committed Note Purchaser
would have had such right absent the sale of the related participation and, with respect to amounts due pursuant to Section 3.8
(Taxes), only to the extent such Class A Participant shall have complied with the provisions of Section 3.8 (Taxes)
as if such Class A Participant were a Class A Committed Note Purchaser. Each such Class A Participant shall be deemed to have agreed to
the provisions set forth in Section 3.10 (Minimizing Costs and Expenses and Equivalent Treatment) as if such Class A Participant
were a Class A Committed Note Purchaser.


 






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(v)          
HVF III authorizes each Class A Committed Note Purchaser to disclose to any Class A Participant
or Class A Acquiring Committed Note Purchaser (each, a “Class A Transferee”) and any prospective Class A Transferee
any and all financial information in such Class A Committed Note Purchaser’s possession concerning HVF III, the Series 2021-A Collateral,
the Administrator and the Series 2021-A Related Documents that has been delivered to such Class A Committed Note Purchaser by HVF III
in connection with such Class A Committed Note Purchaser’s credit evaluation of HVF III, the Series 2021-A Collateral and the Administrator.
For the avoidance of doubt, no Class A Committed Note Purchaser may disclose any of the foregoing information to any Class A Transferee
who is a Disqualified Party without the prior written consent of an Authorized Officer of HVF III, which consent may be withheld for any
reason in HVF III’s sole and absolute discretion.


 


(vi)         
Notwithstanding any other provision set forth in this Series 2021-A Supplement, each Class A Conduit
Investor or, if there is no Class A Conduit Investor with respect to any Class A Investor Group, the Class A Committed Note Purchaser
with respect to such Class A Investor Group may at any time grant to one or more Class A Program Support Providers (or, in the case of
a Class A Conduit Investor, to its related Class A Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer
and assign to one or more Class A Program Support Providers (or, in the case of a Class A Conduit Investor, to its related Class A Committed
Note Purchaser), such Class A Conduit Investor’s or, if there is no Class A Conduit Investor with respect to any Class A Investor
Group, the related Class A Committed Note Purchaser’s interests in the Class A Advances made hereunder and such Class A Program
Support Provider (or such Class A Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest,
shall be entitled to the benefits granted to such Class A Conduit Investor or Class A Committed Note Purchaser, as applicable, under this
Series 2021-A Supplement.


 






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(vii)           
Notwithstanding any other provision set forth in this Series 2021-A Supplement, each Class A Conduit Investor may at any time,
without the consent of HVF III, transfer and assign all or a portion of its rights in the Class A Notes (and its rights hereunder and
under other Series 2021-A Related Documents) to its related Class A Committed Note Purchaser. Furthermore, each Class A Conduit Investor
may at any time grant a security interest in and lien on, all or any portion of its interests under this Series 2021-A Supplement, its
Class A Note and each other Series 2021-A Related Document to (i) its related Class A Committed Note Purchaser, (ii) its Class A Funding
Agent, (iii) any Class A Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement,
including an insurance policy for such Class A Conduit Investor relating to the Class A Commercial Paper or the Class A Notes, (iv) any
other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Class A Conduit Investors, including
an insurance policy relating to the Class A Commercial Paper or the Class A Notes or (v) any collateral trustee or collateral agent for
any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Class
A Note to its related Class A Committed Note Purchaser. Each Class A Committed Note Purchaser may assign its Class A Commitment, or all
or any portion of its interest under its Class A Note, this Series 2021-A Supplement and each other Series 2021-A Related Document to
any Person with the prior written consent of HVF III, such consent not to be unreasonably withheld; provided that, HVF III may
withhold its consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to any Person
that is a Disqualified Party. Notwithstanding any other provisions set forth in this Series 2021-A Supplement, each Class A Committed
Note Purchaser and each Class A Conduit Investor may at any time create a security interest in
all or any portion of its rights under this Series 2021-A Supplement, its Class A Note and the Series 2021-A Related Document in favor
of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign
entity.


 


(b)           Class B Transfers.


 


(i)                Any
Class B Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Series 2021-A Supplement
and the Class B Notes to another investor that is not a Disqualified Investor, so long as such transfer is consented to by HVF III, which
consent shall not be unreasonably withheld. The transfer by a Class B Committed Note Purchaser of a Class B Note shall be made upon receipt
by the Registrar, at the office of the Registrar, of a certificate in substantially the form set forth as Exhibit Q hereto containing
the representations of such Person who wishes to take delivery of such Class B Note. No transfer shall occur without delivery
of the certificate referred to in the immediately preceding sentence. Any such transfer shall
comply with Section 2.8 (Transfer and Exchange) of the Base Indenture.


 


(c)           Class RR Assignments.


 


(i)                Subject
to compliance with the EU Risk Retention Rules and the UK Risk Retention Rules, upon receipt of a Tax Opinion, delivered to HVF III and
the Trustee, any Class RR Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Series
2021-A Supplement and the Class RR Notes, with the prior written consent of HVF III, which consent shall not be unreasonably withheld,
to one or more assignees (a “Class RR Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption
agreement, substantially in the form of Exhibit G-3 (the “Class RR Assignment and Assumption Agreement”), executed
by such Class RR Acquiring Committed Note Purchaser, such assigning Class RR Committed Note Purchaser and HVF III and delivered to the
Program Agent; provided that, the consent of HVF III to any such assignment shall not be required (A) after the occurrence and
during the continuance of an Amortization Event with respect to the Series 2021-A Notes or (B) if such Class RR Acquiring Committed Note
Purchaser is an Affiliate of such assigning Class RR Committed Note Purchaser; provided further, that HVF III may withhold its
consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to a potential Class RR
Acquiring Committed Note Purchaser that is a Disqualified Party.


 






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(ii)              
HVF III authorizes each Class RR Committed Note Purchaser to disclose to any Class RR Acquiring
Committed Note Purchaser (each, a “Class RR Transferee”) and any prospective Class RR Transferee any and all financial
information in such Class RR Committed Note Purchaser’s possession concerning HVF III, the Series 2021-A Collateral, the Administrator
and the Series 2021-A Related Documents that has been delivered to such Class RR Committed Note Purchaser by HVF III in connection with
such Class RR Committed Note Purchaser’s credit evaluation of HVF III, the Series 2021-A Collateral and the Administrator. For the
avoidance of doubt, no Class RR Committed Note Purchaser may disclose any of the foregoing information to any Class RR Transferee who
is a Disqualified Party without the prior written consent of an Authorized Officer of HVF III, which consent may be withheld for any reason
in HVF III’s sole and absolute discretion.


 


Article
X



 


THE PROGRAM AGENT


 


Section 10.1.         Authorization
and Action of the Program Agent. Each of the Class A Conduit Investors, the Class A Committed Note Purchasers and the Class A Funding
Agents hereby designates and appoints Deutsche Bank AG, New York Branch as the Program Agent and hereby authorizes the Program Agent
to take such actions as agent on their behalf and to exercise such powers as are delegated to the Program Agent by the terms of this
Series 2021-A Supplement together with such powers as are reasonably incidental thereto. Each of the Class B Conduit Investors, the Class
B Committed Note Purchasers and the Class B Funding Agents hereby designates and appoints Deutsche Bank AG, New York Branch as the Program
Agent hereunder, and hereby authorizes the Program Agent to take such actions as agent on their behalf and to exercise such powers as
are delegated to the Program Agent by the terms of this Series 2021-A Supplement together with such powers as are reasonably incidental
thereto. The Class RR Committed Note Purchaser hereby designates and appoints Deutsche Bank AG, New York Branch as the Program Agent
hereunder, and hereby authorizes the Program Agent to take such actions as agent on its behalf and to exercise such powers as are delegated
to the Program Agent by the terms of this Series 2021-A Supplement together with such powers as are reasonably incidental thereto. The
Program Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with
any Conduit Investor, any Committed Note Purchaser, or any Funding Agent, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities on the part of the Program Agent shall be read into this Series 2021-A Supplement or otherwise exist for the
Program Agent. In performing its functions and duties hereunder, the Program Agent shall act solely as agent for the Conduit Investors,
the Committed Note Purchasers and the Funding Agents and does not assume nor shall it be deemed to have assumed any obligation or relationship
of trust or agency with or for HVF III or any of its successors or assigns. The Program Agent shall not be required to take any action
that exposes the Program Agent to personal liability or that is contrary to this Series 2021-A Supplement or applicable law. The appointment
and authority of the Program Agent hereunder shall terminate upon the indefeasible payment in full of the Series 2021-A Notes and all
other amounts owed by HVF III hereunder to each of the Class A Investor Groups, the Class B Investor Groups and the Class RR Committed
Note Purchaser (the “Aggregate Unpaids”).


 


Section 10.2.         Delegation
of Duties. The Program Agent may execute any of its duties under this Series 2021-A Supplement by or through agents or attorneys-in-fact
and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Program Agent shall not be responsible
for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.


 


Section 10.3.         Exculpatory
Provisions. Neither the Program Agent nor any of its directors, officers, agents or employees shall be (a) liable for any action
lawfully taken or omitted to be taken by it or them under or in connection with this Series 2021-A Supplement (except for its, their
or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to any Conduit Investor, any Committed
Note Purchaser or any Funding Agent for any recitals, statements, representations or warranties made by HVF III contained in this Series
2021-A Supplement or in any certificate, report, statement or other document referred to or provided for in, or received under or in
connection with, this Series 2021-A Supplement for the due execution, legality, value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Series 2021-A Supplement or any other document furnished in connection herewith, or for any failure of HVF III
to perform its obligations hereunder, or for the satisfaction of any condition specified in Article II (Initial Issuance; Increases
and Decreases of Principal Amount of Series 2021-A Notes). The Program Agent shall not be under any obligation to any Conduit Investor,
any Committed Note Purchaser or any Funding Agent to ascertain or to inquire as to the observance or performance of any of the agreements
or covenants contained in, or conditions of, this Series 2021-A Supplement, or to inspect the properties, books or records of HVF III.
The Program Agent shall not be deemed to have knowledge of any Amortization Event, Potential Amortization Event or Series 2021-A Liquidation
Event unless the Program Agent has received notice from HVF III, any Conduit Investor, any Committed Note Purchaser or any Funding Agent.


 


Section 10.4.         Reliance.
The Program Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation
believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements
of legal counsel, independent accountants and other experts selected by the Program Agent. The Program Agent shall in all cases be fully
justified in failing or refusing to take any action under this Series 2021-A Supplement or any other document furnished in connection
herewith unless it shall first receive such advice or concurrence of any Conduit Investor, any Committed Note Purchaser or any Funding
Agent as it deems appropriate or it shall first be indemnified to its satisfaction by any Conduit Investor, any Committed Note Purchaser
or any Funding Agent, provided that, unless and until the Program Agent shall have received such advice, the Program Agent may
take or refrain from taking any action, as the Program Agent shall deem advisable and in the best interests of the Conduit Investors,
the Committed Note Purchasers and the Funding Agents. The Program Agent shall in all cases be fully protected in acting, or in refraining
from acting, in accordance with a request of the Series 2021-A Required Noteholders and such request and any action taken or failure
to act pursuant thereto shall be binding upon the Conduit Investors, the Committed Note Purchasers and the Funding Agents.


 


Section 10.5.         
Non-Reliance on the Program Agent and Other Purchasers. Each of the Conduit Investors, the Committed Note Purchasers and
the Funding Agents expressly acknowledge that neither the Program Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
or affiliates has made any representations or warranties to it and that no act by the Program Agent hereafter taken, including any review
of the affairs of HVF III, shall be deemed to constitute any representation or warranty by the Program Agent. Each of the Conduit Investors,
the Committed Note Purchasers and the Funding Agents represent and warrant to the Program Agent that they have and will, independently
and without reliance upon the Program Agent and based on such documents and information as they have deemed appropriate, made their own
appraisal of, and investigation into, the business, operations, property, prospects, financial and other conditions and creditworthiness
of HVF III and made its own decision to enter into this Series 2021-A Supplement.


 






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Section 10.6.        The
Program Agent in its Individual Capacity. The Program Agent and any of its Affiliates may purchase, hold and transfer, as the case
may be, Class A Notes and Class B Notes and may otherwise make loans to, accept deposits from, and generally engage in any kind of business
with HVF III or any Affiliate of HVF III as though the Program Agent were not the Program Agent hereunder.


 


Section 10.7.         Successor
Program Agent. The Program Agent may, upon thirty (30) days’ notice to HVF III and each of the Conduit Investors, the Committed
Note Purchasers and the Funding Agents, and the Program Agent will, upon the direction of the Series 2021-A Required Noteholders, resign
as Program Agent. If the Program Agent shall resign, then the Investor Groups, during such 30-day period, shall appoint an Affiliate
of a member of the Investor Groups as a successor agent. If for any reason no successor Program Agent is appointed by the Investor Groups
during such 30-day period, then effective upon the expiration of such 30-day period, HVF III for all purposes shall deal directly with
the Funding Agents. After any retiring Program Agent’s resignation hereunder as Program Agent, the provisions of Section 11.4
(Payment of Costs and Expenses; Indemnification) and this Article X (The Program Agent) shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was the Program Agent under this Series 2021-A Supplement.


 


Section 10.8.         Authorization
and Action of Funding Agents. Each Conduit Investor and each Committed Note Purchaser is hereby deemed to have designated and appointed
the Funding Agent set forth next to such Conduit Investor’s name, or if there is no Conduit Investor with respect to any Investor
Group, the Committed Note Purchaser’s name with respect to such Investor Group, on Schedule II or Schedule IV hereto,
as applicable, as the agent of such Person hereunder, and hereby authorizes such Funding Agent to take such actions as agent on its behalf
and to exercise such powers as are delegated to such Funding Agent by the terms of this Series 2021-A Supplement together with such powers
as are reasonably incidental thereto. Each Funding Agent shall not have any duties or responsibilities, except those expressly set forth
herein, or any fiduciary relationship with the related Investor Group, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities on the part of such Funding Agent shall be read into this Series 2021-A Supplement or otherwise exist for
such Funding Agent. In performing its functions and duties hereunder, each Funding Agent shall act solely as agent for the related Investor
Group and does not assume nor shall it be deemed to have assumed any obligation or relationship of trust or agency with or for HVF III
or any of its successors or assigns. Each Funding Agent shall not be required to take any action that exposes such Funding Agent to personal
liability or that is contrary to this Series 2021-A Supplement or Applicable Law. The appointment and authority of the Funding Agent
hereunder shall terminate upon the indefeasible payment in full of the Aggregate Unpaids.


 






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Section 10.9.        
Delegation of Duties. Each Funding Agent may execute any of its duties under this Series 2021-A Supplement by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Each Funding
Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.


 


Section 10.10.      
Exculpatory Provisions. Neither any Funding Agent nor any of their directors, officers, agents or employees shall be (a)
liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Series 2021-A Supplement (except
for its, their or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to the related Investor
Group for any recitals, statements, representations or warranties made by HVF III contained in this Series 2021-A Supplement or in any
certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Series
2021-A Supplement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Series 2021-A Supplement
or any other document furnished in connection herewith, or for any failure of HVF III to perform its obligations hereunder, or for the
satisfaction of any condition specified in Article II (Initial Issuance; Increases and Decrease of Principal Amount of Series
2021-A Notes). No Funding Agent shall be under any obligation to its related Investor Group to ascertain or to inquire as to the observance
or performance of any of the agreements or covenants contained in, or conditions of, this Series 2021-A Supplement, or to inspect the
properties, books or records of HVF III. No Funding Agent shall be deemed to have knowledge of any Amortization Event, Potential Amortization
Event or Series 2021-A Liquidation Event, unless such Funding Agent has received notice from HVF III (or any agent or designee thereof)
or its related Investor Group.


 


Section 10.11.     
Reliance. Each Funding Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document
or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon
advice and statements of the Program Agent and legal counsel independent accountants and other experts selected by such Funding Agent.
Each Funding Agent shall in all cases be fully justified in failing or refusing to take any action under this Series 2021-A Supplement
or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of the related Investor
Group as it deems appropriate or it shall first be indemnified to its satisfaction by the related Investor Group, provided that,
unless and until such Funding Agent shall have received such advice, such Funding Agent may take or refrain from taking any action, as
such Funding Agent shall deem advisable and in the best interests of the related Investor Group. Each Funding Agent shall in all cases
be fully protected in acting, or in refraining from acting, in accordance with a request of the related Investor Group and such request
and any action taken or failure to act pursuant thereto shall be binding upon its related Investor Group.


 






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Section 10.12.     
Non-Reliance on the Funding Agent and Other Purchasers. Each Investor Group expressly acknowledges that neither its related
Funding Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties
to it and that no act by such Funding Agent hereafter taken, including any review of the affairs of HVF III, shall be deemed to constitute
any representation or warranty by such Funding Agent. Each Investor Group represents and warrants to its related Funding Agent that it
has and will, independently and without reliance upon such Funding Agent and based on such documents and information as it has deemed
appropriate, made its own appraisal of, and investigation into, the business, operations, property, prospects, financial and other conditions
and creditworthiness of HVF III and made its own decision to enter into Series 2021-A Supplement.


 


Section 10.13.     
The Funding Agent in its Individual Capacity. Each Funding Agent and any of its Affiliates may purchase, hold and transfer,
as the case may be, Class A Notes and Class B Notes and may otherwise make loans to, accept deposits from, and generally engage in any
kind of business with HVF III or any Affiliate of HVF III as though such Funding Agent were not a Funding Agent hereunder.


 


Section 10.14.     
 Successor Funding Agent. Each Funding Agent will, upon the direction of its related Investor Group, resign as such
Funding Agent. If such Funding Agent shall resign, then the related Investor Group shall appoint an Affiliate of a member of its related
Investor Group as a successor agent. If for any reason no successor Funding Agent is appointed by the related Investor Group, then effective
upon the resignation of such Funding Agent, HVF III for all purposes shall deal directly with such Investor Group. After any retiring
Funding Agent’s resignation hereunder as Funding Agent, subject to the limitations set forth herein, the provisions of Section
11.4 (Payment of Costs and Expenses; Indemnification) and this Article X (The Program Agent) shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was the Funding Agent under this Series 2021-A Supplement.


 


Article
XI



 


GENERAL


 


Section 11.1.         
Optional Repurchase of the Series 2021-A Notes.


 


(a)           Optional Repurchase of the Class A Notes. The Class A Notes shall be subject to repurchase
(in whole) by HVF III at its option, upon three (3) Business Days’ prior written notice to the Trustee at any time. The repurchase
price for any Class A Note (in each case, the “Class A Note Repurchase Amount”) shall equal the sum of:


 


(i)                the
Class A Principal Amount of such Class A Notes (determined after giving effect to any payments of principal and interest on the Payment
Date immediately preceding the date of purchase pursuant to this Section 11.1(a) (Optional Repurchase of the Class A Notes)),
plus


 






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(ii)               all
accrued and unpaid interest on such Class A Notes through such date of repurchase under this Section 11.1(a) (Optional
Repurchase of the Class A Notes) (and, with respect to the portion of such principal balance that was funded with Class A
Commercial Paper issued at a discount, all accrued and unpaid discount on such Class A Commercial Paper from the issuance date(s) thereof
to the date of repurchase under this Section 11.1(a) and the aggregate discount to accrue on such Class A Commercial Paper from
the date of repurchase under this Section 11.1(a) (Optional Repurchase of the Class A Notes)
to the next succeeding Payment Date); plus


 


(iii)              all
associated breakage costs payable as a result of such repurchase (calculated in accordance with Section 3.6 (Funding Losses));
and


 


(iv)             
any other amounts then due and payable to the holders of such Class A Notes pursuant hereto.


 


(b)           Optional
Repurchase of the Class B Notes. The Class B Notes shall be subject to repurchase (in whole) by HVF III at its option, upon three
(3) Business Days’ prior written notice to the Trustee at any time; provided that, during the continuance of an Amortization
Event or Potential Amortization Event (as notified to the Trustee pursuant to Section 8.8 (Notice of Defaults) of the Base Indenture),
in either case with respect to the Series 2021-A Notes, any repurchase of the Class B Notes pursuant to this Section 11.1(b) (Optional
Repurchase of the Class B Notes) shall be subject to the condition that no Class A Notes remain Outstanding immediately after giving
effect to such repurchase. The repurchase price for any Class B Note (in each case, the “Class B Note Repurchase Amount”)
shall equal the sum of:


 


(i)                the
Class B Principal Amount of such Class B Notes (determined after giving effect to any payments of principal and interest on the Payment
Date immediately preceding the date of purchase pursuant to this Section 11.1(b) (Optional Repurchase of the Class B Notes)),
plus


 


(ii)               all
accrued and unpaid interest on such Class B Notes through such date of repurchase under this Section 11.1(b) (Optional Repurchase
of the Class B Notes); and


 


(iii)            
any other amounts then due and payable to the holders of such Class B Notes pursuant hereto.


 









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(c)           Optional
Repurchase of the Class RR Notes. Subject to compliance with the EU Risk Retention Rules and the UK Risk Retention Rules, the Class
RR Notes shall be subject to repurchase (in whole) by HVF III at its option, upon three (3) Business Days’ prior written notice
to the Trustee at any time; provided that, during the continuance of an Amortization Event or Potential Amortization Event (as
notified to the Trustee pursuant to Section 8.8 (Notice of Defaults) of the Base Indenture), in either case with respect to the
Series 2021-A Notes, any repurchase of the Class RR Notes pursuant to this Section 11.1(c) (Optional Repurchase of the Class
RR Notes) shall be subject to the condition that no Class A Notes or Class B Notes remain Outstanding immediately after giving effect
to such repurchase. The repurchase price for any Class RR Note (in each case, the “Class RR Note Repurchase Amount”)
shall equal the sum of:


 


(i)                the
Class RR Principal Amount of such Class RR Notes (determined after giving effect to any payments of principal and interest on the Payment
Date immediately preceding the date of purchase pursuant to this Section 11.1(c) (Optional Repurchase of the Class RR Notes)),
plus


 


(ii)              all
accrued and unpaid interest on such Class RR Notes through such date of repurchase under this Section 11.1(c) (Optional Repurchase
of the Class RR Notes); plus


 


(iii)            
  all associated breakage costs payable as a result of such repurchase (calculated in accordance
with Section 3.6 (Funding Losses)); and


 


(iv)             
any other amounts then due and payable to the holders of such Class RR Notes pursuant hereto.


 


Section 11.2.         
Information.


 


On or before the fourth Business
Day prior to each Payment Date (unless otherwise agreed to by the Trustee), HVF III shall furnish to the Trustee a Monthly Noteholders’
Statement with respect to the Series 2021-A Notes setting forth the information set forth on Schedule VII hereto (including reasonable
detail of the materially constituent terms thereof, as determined by HVF III) in any reasonable format. The Trustee shall provide to the
Series 2021-A Noteholders, or their designated agent, copies of each Monthly Noteholders’ Statement.


 


Section 11.3.         
Confidentiality. Each Committed Note Purchaser, each Conduit Investor, each Funding Agent and the Program Agent agrees that
it shall not disclose any Confidential Information to any Person without the prior written consent of HVF III, which such consent must
be evident in a writing signed by an Authorized Officer of HVF III, other than (a) to their Affiliates and their officers, directors,
employees, agents and advisors (including legal counsel and accountants) and to actual or prospective assignees and participants, and
then only on a confidential basis and excluding any Affiliate, its officers, directors, employees, agents and advisors (including legal
counsel and accountants), any prospective assignee and any participant, in each case that is a Disqualified Party, (b) as required by
a court or administrative order or decree, or required by any governmental or regulatory authority or self-regulatory organization or
required by any statute, law, rule or regulation (including, without limitation, Rule 17g-5) or judicial process (including any subpoena
or similar legal process), (c) to any Rating Agency providing a rating for the Series 2021-A Notes or any Series 2021-A Commercial Paper
or any other nationally-recognized rating agency that requires access to information to effect compliance with any disclosure obligations
under applicable laws or regulations, (d) in the course of litigation with HVF III, the Administrator or Hertz, (e) to any Series 2021-A
Noteholder, any Committed Note Purchaser, any Conduit Investor, any Funding Agent or the Program Agent, (f) to any Person acting as a
placement agent or dealer with respect to any commercial paper (provided that any Confidential Information provided to any such placement
agent or dealer does not reveal the identity of HVF III or any of its Affiliates), (g) on a confidential basis, to any provider of credit
enhancement or liquidity to any Conduit Investor, or (h) to any Person to the extent such Committed Note Purchaser, Conduit Investor,
Funding Agent or the Program Agent reasonably determines such disclosure is necessary in connection with the enforcement or for the defense
of the rights and remedies under the Series 2021-A Notes or the Series 2021-A Related Documents.


 






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Section 11.4.         
Payment of Costs and Expenses; Indemnification.


 


(a)           Payment
of Costs and Expenses. Upon written demand from the Program Agent, any Funding Agent, any Conduit Investor or any Committed Note
Purchaser, HVF III agrees to pay on the Payment Date immediately following HVF III’s receipt of such written demand all reasonable
expenses of the Program Agent, such Funding Agent, such Conduit Investor and/or such Committed Note Purchaser, as applicable (including
the reasonable fees and out-of-pocket expenses of counsel to each Conduit Investor and each Committed Note Purchaser, if any, as well
as the fees and expenses of the rating agencies providing a rating in respect of any Series 2021-A Commercial Paper) in connection with:


 


(i)                the
negotiation, preparation, execution, delivery and administration of this Series 2021-A Supplement and of each other Series 2021-A Related
Document, including schedules and exhibits, and any liquidity, credit enhancement or insurance documents of a Program Support Provider
with respect to a Conduit Investor relating to the Series 2021-A Notes and any amendments, waivers, consents, supplements or other modifications
to this Series 2021-A Supplement and each other Series 2021-A Related Document, as may from time to time hereafter be proposed, whether
or not the transactions contemplated hereby or thereby are consummated, and


 


(ii)               the
consummation of the transactions contemplated by this Series 2021-A Supplement and each other Series 2021-A Related Document.


 


Upon written demand, HVF III further agrees to
pay on the Payment Date immediately following such written demand, and to save the Program Agent, each Funding Agent, each Conduit Investor
and each Committed Note Purchaser harmless from all liability for (i) any breach by HVF III of its obligations under this Series 2021-A
Supplement and (ii) all reasonable costs incurred by the Program Agent, such Funding Agent, such Conduit Investor or such Committed Note
Purchaser (including, the reasonable fees and out-of-pocket expenses of counsel to the Program Agent, such Funding Agent, such Conduit
Investor and such Committed Note Purchaser, if any) in enforcing this Series 2021-A Supplement. HVF III also agrees to reimburse the Program
Agent, each Funding Agent, each Conduit Investor and each Committed Note Purchaser upon demand for all reasonable out-of-pocket expenses
incurred by the Program Agent, such Funding Agent, such Conduit Investor or such Committed Note Purchaser (including, the reasonable fees
and out-of-pocket expenses of counsel to the Program Agent, such Funding Agent, such Conduit Investor and such Committed Note Purchaser,
if any and the reasonable fees and out-of-pocket expenses of any third-party servicers and disposition agents) in connection with (x)
the negotiation of any restructuring or “work-out”, whether or not consummated, of the Series 2021-A Related Documents and
(y) the enforcement of, or any waiver or amendment requested under or with respect to, this Series 2021-A Supplement or any other of the
Series 2021-A Related Documents.


 






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Notwithstanding the foregoing,
HVF III shall have no obligation to reimburse any Committed Note Purchaser or Conduit Investor for any of the fees and/or expenses incurred
by such Committed Note Purchaser and/or Conduit Investor with respect to its sale or assignment of all or any part of its respective rights
and obligations under this Series 2021-A Supplement and the Series 2021-A Notes pursuant to Section 9.2 (Replacement of Investor
Group) or 9.3 (Assignments).


 


(b)           Indemnification. In consideration of the execution and delivery of this Series 2021-A Supplement
by the Conduit Investors and the Committed Note Purchasers, HVF III hereby indemnifies and holds each Conduit Investor and each Committed
Note Purchaser and each of their officers, directors, employees and agents (collectively, the “Indemnified Parties”)
harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages, and reasonable expenses
incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification
hereunder is sought and including, any liability in connection with the offering and sale of the Series 2021-A Notes), including reasonable
attorneys’ fees and disbursements (collectively, the “Indemnified Liabilities”), incurred by the Indemnified
Parties or any of them (whether in prosecuting or defending against such actions, suits or claims) to the extent resulting from, or arising
out of, or relating to:


 


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


 


(ii)              
the entering into and performance of this Series 2021-A Supplement and any other Series 2021-A
Related Document by any of the Indemnified Parties,


 


except for any such Indemnified Liabilities arising
for the account of a particular Indemnified Party by reason of the relevant Indemnified Party’s gross negligence or willful misconduct.
If and to the extent that the foregoing undertaking may be unenforceable for any reason, HVF III hereby agrees to make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The indemnity set forth
in this Section 11.4(b) (Indemnification) shall in no event include indemnification for any taxes (which indemnification
is provided in Section 3.8 (Taxes)).


 


(c)           Indemnification of the Program Agent and each Funding Agent.


 


(i)                
In consideration of the execution and delivery of this Series 2021-A Supplement by the Program
Agent and each Funding Agent, HVF III hereby indemnifies and holds the Program Agent and each Funding Agent and each of their respective
officers, directors, employees and agents (collectively, the “Agent Indemnified Parties”) harmless from and against
any and all actions, causes of action, suits, losses, costs, liabilities and damages, and reasonable expenses incurred in connection therewith
(irrespective of whether any such Agent Indemnified Party is a party to the action for which indemnification hereunder is sought and including,
any liability in connection with the offering and sale of the Series 2021-A Notes), including reasonable attorneys’ fees and disbursements
(collectively, the “Agent Indemnified Liabilities”), incurred by the Agent Indemnified Parties or any of them (whether
in prosecuting or defending against such actions, suits or claims) to the extent resulting from, or arising out of, or relating to the
entering into and performance of this Series 2021-A Supplement and any other Series 2021-A Related Document by any of the Agent Indemnified
Parties, except for any such Agent Indemnified Liabilities arising for the account of a particular Agent Indemnified Party by reason of
the relevant Agent Indemnified Party’s gross negligence or willful misconduct. If and to the extent that the foregoing undertaking
may be unenforceable for any reason, HVF III hereby agrees to make the maximum contribution to the payment and satisfaction of each of
the Agent Indemnified Liabilities which is permissible under applicable law. The indemnity set forth in this Section 11.4(c)(i)
(Payment of Costs and Expenses; Indemnification) shall in no event include indemnification for any taxes (which indemnification
is provided in Section 3.8 (Taxes)). 


 






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(ii)              
In consideration of the execution and delivery of this Series 2021-A Supplement by the Program
Agent, each Committed Note Purchaser, ratably according to its respective Commitment, hereby indemnifies and holds the Program Agent and
each of its officers, directors, employees and agents (collectively, the “Program Agent Indemnified Parties”) harmless
from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages, and reasonable expenses incurred
in connection therewith (solely to the extent not reimbursed by or on behalf of HVF III) (irrespective of whether any such Program Agent
Indemnified Party is a party to the action for which indemnification hereunder is sought and including, any liability in connection with
the offering and sale of the Series 2021-A Notes), including reasonable attorneys’ fees and disbursements (collectively, the “Program
Agent Indemnified Liabilities”), incurred by the Program Agent Indemnified Parties or any of them (whether in prosecuting or
defending against such actions, suits or claims) to the extent resulting from, or arising out of, or relating to the entering into and
performance of this Series 2021-A Supplement and any other Series 2021-A Related Document by any of the Program Agent Indemnified Parties,
except for any such Program Agent Indemnified Liabilities arising for the account of a particular Program Agent Indemnified Party by reason
of the relevant Program Agent Indemnified Party’s gross negligence or willful misconduct. If and to the extent that the foregoing
undertaking may be unenforceable for any reason, each Committed Note Purchaser hereby agrees to make the maximum contribution to the payment
and satisfaction of each of the Program Agent Indemnified Liabilities which is permissible under applicable law. The indemnity set forth
in this Section 11.4(c)(ii) (Indemnification of the Program Agent and each Funding Agent) shall in no event include indemnification
for any taxes (which indemnification is provided in Section 3.8 (Taxes)).


 


(d)           Priority.
All amounts payable by HVF III pursuant to this Section 11.4 (Payment of Costs and Expenses; Indemnification) shall be
paid in accordance with and subject to Section 5.3 (Application of Funds in the Series 2021-A Interest Collection Account)
or, at the option of HVF III, paid from any other source available to it.


 


Section 11.5.         
Ratification of Base Indenture. As supplemented by this Series 2021-A Supplement, the Base Indenture is in all respects
ratified and confirmed and the Base Indenture as so supplemented by this Series 2021-A Supplement shall be read, taken, and construed
as one and the same instrument (except as otherwise specified herein).


 






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Section 11.6.         
[Reserved].


 


Section 11.7.         Third
Party Beneficiary. Nothing in this Series 2021-A Supplement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto and their successors and assigns expressly permitted herein) any legal or equitable right, remedy or claim under
or by reason of this Series 2021-A Supplement.


 


Section 11.8.         Counterparts.
This Series 2021-A Supplement may be executed in any number of counterparts and by different parties hereto on separate counterparts,
each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together,
shall constitute one and the same Series 2021-A Supplement.


 


Section 11.9.         Governing
Law. THIS SERIES 2021-A SUPPLEMENT, AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS SERIES 2021-A SUPPLEMENT, SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW.


 


Section 11.10.        Amendments.


 


(a)          This
Series 2021-A Supplement or any provision herein may be (i) amended in writing from time to time by HVF III and the Trustee, solely with
the consent of the Series 2021-A Required Noteholders or (ii) waived in writing from time to time with the consent of the Series 2021-A
Required Noteholders, unless otherwise expressly set forth herein; provided that, (x) if such amendment or waiver does not adversely
affect the Class A Noteholders, as evidenced by an Officer’s Certificate of HVF III, then the Class A Principal Amount shall be
excluded for purposes of obtaining such consent and for purposes of the related calculation of the Series 2021-A Required Noteholders
and (y) if such amendment or waiver does not adversely affect the Class B Noteholders, as evidenced by an Officer’s Certificate
of HVF III, then the Class B Principal Amount shall be excluded for purposes of obtaining such consent and for purposes of the related
calculation of the Series 2021-A Required Noteholders; provided further that, notwithstanding the foregoing clauses (i) and (ii)
or the immediately preceding proviso,


 


(i)                without
the consent of each Committed Note Purchaser and each Conduit Investor, no amendment or waiver shall:


 


A.               amend
or modify the definition of “Required Controlling Class Series 2021-A Noteholders” or otherwise reduce the percentage of
Series 2021-A Noteholders whose consent is required to take any particular action hereunder;


 


B.                extend
the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of or interest on any Series 2021-A Note
(or reduce the principal amount of or rate of interest on any Series 2021-A Note or otherwise change the manner in which interest is
calculated);


 






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C.                extend
the due date for, or reduce the amount of, any Class A Undrawn Fee payable hereunder;


 


D.                amend
or modify Section 5.2 (Application of Funds in the Series 2021-A Principal Collection Account), Section 5.3 (Application
of Funds in the Series 2021-A Interest Collection Account), Section 2.1 (a) (Initial Purchase), (d) (Conditions
to Issuance of Additional Series 2021-A Notes) or (e) (Additional Series 2021-A Notes Face and Principal Amount), Section
2.2 (Advances), Section 2.3 (Procedure for Decreasing the Principal Amount), Section 2.5 (Reduction of Maximum
Principal Amount), Section 3.1 (Interest and Interest Rates), Section 4.1 (Granting Clause), Section 5.4 (Series
2021-A Reserve Account Withdrawals), Section 6.4 (European Union Securitisation Risk Retention
and United Kingdom Securitisation Risk Retention Representations and Undertaking), Section 7.1 (Amortization Events)
(for the avoidance of doubt, other than pursuant to any waiver effected pursuant to Section 7.1 (Amortization Events)), Article
IX (Transfers, Replacements and Assignments), this Section 11.10 (Amendments), or Section 6.2(b) (Amendments)
or otherwise amend or modify any provision relating to the amendment or modification of this Series 2021-A Supplement or that pursuant
to the Series 2021-A Related Documents, would require the consent of 100% of the Series 2021-A Noteholders or each Series 2021-A Noteholder
affected by such amendment or modification;


 


E.                 approve
the assignment or transfer by HVF III of any of its rights or obligations hereunder;


 


F.                 release
HVF III from any obligation hereunder; or


 


G.                reduce,
modify or amend any indemnities in favor of any Conduit Investors, Committed Note Purchasers or Funding Agents;


 


(ii)              
without the consent of each Class A Committed Note Purchaser and each Class A Conduit Investor,
no amendment or waiver shall:


 


A.               affect
adversely the interests, rights or obligations of any Class A Conduit Investor or Class A Committed Note Purchaser individually in comparison
to any other Class A Conduit Investor or Class A Committed Note Purchaser; or


 


B.                alter
the pro rata treatment of payments to and Class A Advances by the Class A Noteholders, the Class A Conduit Investors and the Class
A Committed Note Purchasers (including, for the avoidance of doubt, alterations that provide for any non-pro-rata payments to or Class
A Advances by any Class A Noteholders, Class A Conduit Investors or Class A Committed Note Purchasers that are not expressly provided
for as of the Series 2021-A Closing Date);


 






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(iii)            
without the consent of each Class B Committed Note Purchaser and each Class B Conduit Investor,
no amendment or waiver shall:


 


A.               affect
adversely the interests, rights or obligations of any Class B Conduit Investor or Class B Committed Note Purchaser individually in comparison
to any other Class B Conduit Investor or Class B Committed Note Purchaser; or


 


B.                alter
the pro rata treatment of payments to and the Class B Advance by the Class B Noteholders, the Class B Conduit Investors and the
Class B Committed Note Purchasers (including, for the avoidance of doubt, alterations that provide for any non-pro-rata payments to or
the Class B Advance by any Class B Noteholders, Class B Conduit Investors or Class B Committed Note Purchasers that are not expressly
provided for as of the Series 2021-A Closing Date); 


 


(b)           In
connection with the issuance of Class B Notes, an amendment may be effected without the consent of any Class A Noteholder so long as
such amendment does not adversely affect the Class A Noteholders in any material respect, as evidence by an Officer’s Certificate
of HVF III.


 


(c)           Any
amendment hereof can be effected without the Program Agent being party thereto; provided however, that no such amendment, modification
or waiver of this Series 2021-A Supplement that affects the rights or duties of the Program Agent shall be effective unless the Program
Agent shall have given its prior written consent thereto.


 


(d)           Each
amendment or other modification to this Series 2021-A Supplement shall be set forth in a Series 2021-A Supplemental Indenture. The initial
effectiveness of each Series 2021-A Supplemental Indenture shall be subject to the delivery to the Trustee of an Opinion of Counsel (which
may be based on an Officer’s Certificate) that such Series 2021-A Supplemental Indenture is authorized or permitted by this Series
2021-A Supplement.


 


(e)           The
Trustee shall sign any Series 2021-A Supplemental Indenture authorized or permitted pursuant to this Section 11.10 (Amendments)
if the Series 2021-A Supplemental Indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If
it does, the Trustee may, but need not, sign it. In signing such Series 2021-A Supplemental Indenture, the Trustee shall be entitled
to receive, if requested, and, subject to Section 10.2 (Rights of the Trustee) of the Base Indenture, shall be fully protected
in relying upon, an Officer’s Certificate of HVF III and an Opinion of Counsel (which may be based on an Officer’s Certificate)
as conclusive evidence that such Series 2021-A Supplemental Indenture is authorized or permitted by Section 11.10 (Amendments)
of this Series 2021-A Supplement and that all conditions precedent set forth in Section 11.10 (Amendments) of this Series
2021-A Supplement have been satisfied, and that such Series 2021-A Supplemental Indenture will be valid and binding upon HVF III in accordance
with its terms.


 






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Section 11.11.     
Administrator to Act on Behalf of HVF III. Pursuant to the Administration Agreement, the Administrator has agreed to provide
certain services to HVF III and to take certain actions on behalf of HVF III, including performing or otherwise satisfying any action,
determination, calculation, direction, instruction, notice, delivery or other performance obligation, in each case, permitted or required
by HVF III pursuant to this Series 2021-A Supplement. Each Noteholder by its acceptance of a Series 2021-A Note and each of the parties
hereto by its execution hereof, hereby consents to the provision of such services and the taking of such action by the Administrator in
lieu of HVF III and hereby agrees that HVF III’s obligations hereunder with respect to any such services performed or action taken
shall be deemed satisfied to the extent performed or taken by the Administrator and to the extent so performed or taken by the Administrator
shall be deemed for all purposes hereunder to have been so performed or taken by HVF III; provided that, for the avoidance of doubt,
none of the foregoing shall create any payment obligation of the Administrator or relieve HVF III of any payment obligation hereunder.


 


Section 11.12.     
Successors. All agreements of HVF III in this Series 2021-A Supplement and the Series 2021-A Notes shall bind its successor;
provided, however, except as provided in Section 11.10 (Amendments), HVF III may not assign its obligations
or rights under this Series 2021-A Supplement or any Series 2021-A Note. All agreements of the Trustee in this Series 2021-A Supplement
shall bind its successor.


 


Section 11.13.     
Termination of Series Supplement.


 


(a)           This
Series 2021-A Supplement shall cease to be of further effect when (i) all Outstanding Series 2021-A Notes theretofore authenticated and
issued have been delivered (other than destroyed, lost, or stolen Series 2021-A Notes that have been replaced or paid) to the Trustee
for cancellation (or deregistered, in the case of Uncertificated Notes), (ii) HVF III has paid all sums payable hereunder and (iii) the
Series 2021-A Demand Note Payment Amount is equal to zero or the Series 2021-A Letter of Credit Liquidity Amount is equal to zero.


 


(b)          The
representations and warranties set forth in Section 6.1 (Representations and Warranties) of this Series 2021-A Supplement
shall survive for so long as any Series 2021-A Note is Outstanding.


 


(c)          The
indemnities set forth in Sections 11.4(b) and (c) (Payment of Costs and Expenses; Indemnification) shall survive the termination
of this Series 2021-A Supplement.


 


Section 11.14.        Non-Petition;
Limited Recourse.


 


(a)           Non-Petition.
Each of the parties hereto hereby covenants and agrees that, prior to the date that is two years and one day after the payment in full
of all outstanding commercial paper and similar debt issued by, or for the benefit of, a Conduit Investor, it will not institute against,
or join any Person in instituting against such Conduit Investor any involuntary bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other similar proceedings under any federal or State bankruptcy or similar law. The provisions of this Section
11.14 (Non-Petition) shall survive the termination of this Series 2021-A Supplement.


 


(b)          
Limited Recourse. Notwithstanding anything to the contrary contained herein, the obligations of any Conduit Investor under
this Series 2021-A Supplement are solely the obligations of such Conduit Investor and shall be payable at such time as funds are received
by or are available to such Conduit Investor in excess of funds necessary to pay in full all outstanding commercial paper of such Conduit
Investor and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim
against such Conduit Investor but shall continue to accrue.  Each party hereto agrees that the payment of any claim (as defined in
Section 101 of Title 11, United States Code (Bankruptcy)) of any such party shall be subordinated to the payment in full of all of such
Conduit Investor’s commercial paper.


 






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Section 11.15.     
Electronic Execution. This Series 2021-A Supplement may be executed in any number of counterparts (including by facsimile
or electronic transmission (including .pdf file, .jpeg file, Adobe Sign, or DocuSign)), each of which so executed shall be deemed to be
an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart
signature page of this Series 2021-A Supplement by facsimile or any such electronic transmission shall be effective as delivery of a manually
executed counterpart of this Series 2021-A Supplement and shall have the same legal validity and enforceability as a manually executed
signature to the fullest extent permitted by applicable law. Any electronically signed document delivered via email from a person purporting
to be an authorized officer shall be considered signed or executed by such authorized officer on behalf of the applicable person and will
be binding on all parties hereto to the same extent as if it were manually executed.


 


Section 11.16.       Additional
UCC Representations. Without limiting any other representation or warranty given by HVF III in the Base Indenture, HVF III hereby
makes the representations and warranties set forth in Exhibit L hereto for the benefit of the Trustee and the Series 2021-A Noteholders,
in each case, as of the date hereof.


 


Section 11.17.       Notices. Unless otherwise specified herein, all notices, requests, instructions and demands to or upon any party hereto
to be effective shall be given (i) in the case of HVF III and the Trustee, in the manner set forth in Section 10.1 (Duties of the Trustee)
of the Base Indenture, (ii) in the case of the Program Agent, the Committed Note Purchasers, the Conduit Investors, and the Funding Agents,
in writing, and, unless otherwise expressly provided herein, delivered by hand, mail (postage prepaid), facsimile notice or overnight
air courier, in each case to or at the address set forth for such Person on Exhibit O hereto or in the Class A Assignment and Assumption
Agreement, Class A Addendum, Class A Investor Group Supplement, Class B Assignment and Assumption Agreement, Class B Addendum or Class
RR Assignment and Assumption Agreement, as the case may be, pursuant to which such Person became a party to this Series 2021-A Supplement,
or to such other address as may be hereafter notified by the respective parties hereto, and (iii) in the case of the Administrator, unless
otherwise specified by the Administrator by notice to the respective parties hereto, to:


 


The Hertz Corporation


8501 Williams Rd


Estero, FL 33928


Attention: Treasury Department
/ General Counsel

Phone:      (239) 301-7000

Fax:           (239) 301-6906

E-mail:      hertzlawdepartment@hertz.com


 


Any notice (i) given in person
shall be deemed delivered on the date of delivery of such notice, (ii) given by first class mail shall be deemed given five (5) days after
the date that such notice is mailed, (iii) delivered by e-mail or facsimile shall be deemed given on the date of delivery of such notice
if received before 12:00 noon ET or the next Business Day if received at or after 12:00 noon ET, and (iv) delivered by overnight air courier
shall be deemed delivered one (1) Business Day after the date that such notice is delivered to such overnight courier.


 






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Section 11.18.     
Credit Risk Retention. In no event shall the Trustee have any responsibility to monitor compliance with or enforce compliance
with credit risk retention requirements for asset-backed securities or other rules or regulations relating to risk retention. The Trustee
shall not be charged with knowledge of such rules, nor shall it be liable to any Series 2021-A Noteholder or any other party for violation
of such rules now or hereafter in effect.


 


Section 11.19.     
Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and
its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of
America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or
relating to the Base Indenture, this Series 2021-A Supplement, the Series 2021-A Notes or the transactions contemplated hereby, or for
recognition or enforcement of any judgment arising out of or relating to the Base Indenture, this Series 2021-A Supplement, the Series
2021-A Notes or the transactions contemplated hereby; (ii) agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State court or, to the extent permitted by law, federal court; (iii) agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or
hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have
that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; and (v) consents to service
of process in the manner provided for notices in Section 11.17 (Notices) (provided that, nothing in this Series 2021-A Supplement
shall affect the right of any such party to serve process in any other manner permitted by law).


 


Section 11.20.      Waiver
of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE BASE INDENTURE, THIS SERIES 2021-A SUPPLEMENT, THE SERIES
2021-A NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 11.21.       USA Patriot Act Notice. Each Funding Agent subject to the requirements of the USA Patriot Act (Title III of Pub.: 107-56
(signed into law October 26, 2001)) (the “Patriot Act”) hereby notifies HVF III that, pursuant to Section 326 thereof,
it is required to obtain, verify and record information that identifies HVF III, including the name and address of HVF III and other information
allowing such Funding Agent to identify HVF III in accordance with such act.


 






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Section 11.22.        Benchmark Replacement Setting. Notwithstanding anything to the contrary herein:


 


(a)           Replacing
the Eurodollar Rate. On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of the
administrator of the Eurodollar Rate (“IBA”), announced in a public statement the future cessation or loss of representativeness
of overnight/Spot Next, 1-month, 3-month, 6-month and 12- month Eurodollar tenor settings. On the earlier of (i) the date that all Available
Tenors of the Eurodollar Rate have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA
pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if
the then-current Benchmark is the Eurodollar Rate, the Benchmark Replacement will replace such Benchmark for all purposes hereunder in
respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent
of any other party to this Series 2021-A Supplement. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be
payable on a monthly basis.


 


(b)           Replacing Future Benchmarks. Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace
the then-current Benchmark for all purposes hereunder in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business
Day after the date notice of such Benchmark Replacement is provided to the Series 2021-A Noteholders without any amendment to, or further
action or consent of any other party to, this Series 2021-A Supplement so long as the Program Agent has not received, by such time, written
notice of objection to such Benchmark Replacement from the Required Controlling Class Series 2021-A Noteholders. At any time that the
administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been
announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information
to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness
will not be restored, HVF III may revoke any request for a borrowing of, conversion to or continuation of Eurodollar Advances to be made,
converted or continued that would bear interest by reference to such Benchmark until HVF III’s receipt of notice from the Program
Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, HVF III will be deemed to have converted any such request
into a request for a borrowing of or conversion to Class A Base Rate Tranches. During the period referenced in the foregoing sentence,
the component of the Base Rate based upon the Benchmark will not be used in any determination of the Base Rate.


 


(c)           Benchmark
Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement, the Program
Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Series 2021-A Related Document, any amendments implementing such Benchmark Replacement Conforming Changes will
become effective without any further action or consent of any other party to this Series 2021-A Supplement.


 


(d)           Notices;
Standards for Decisions and Determinations. The Program Agent will promptly notify HVF III and the Series 2021-A Noteholders of (i)
the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination,
decision or election that may be made by the Program Agent pursuant to this Section, including any determination with respect to a tenor,
rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from
taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent
from any other party hereto, except, in each case, as expressly required pursuant to this Section.


 






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(e)           Unavailability
of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current
Benchmark is a term rate (including Term SOFR or the Eurodollar Rate), then the Program Agent may remove any tenor of such Benchmark
that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) the Program Agent may reinstate
any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.


 


(f)            Decisions
and Determinations by Program Agent. Any determination, decision or election that may be made by the Program Agent pursuant to this
Section 11.22 (Benchmark Replacement Setting), including any determination with respect to a tenor, rate or adjustment
or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or
any selection, will be conclusive and binding absent manifest error, and, notwithstanding anything to the contrary in this Series 2021-A
Supplement, will become effective without consent from any other party (except as otherwise described herein). The Program Agent does
not warrant to, or accept any responsibility for, and the Program Agent shall not have any liability with respect to, any determination,
administration, submission or any other matter related to, the London interbank offered rate or other rates in the definition of “Eurodollar
Rate” or “Eurodollar Rate (Reserve Adjusted) or with respect to any alternative or successor rate thereto, or replacement
rate thereof, including without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to this Section
11.22, whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the implementation of any
Benchmark Replacement Conforming Changes pursuant to this Section 11.22, including without limitation, whether the composition
or characteristics of any such alternative, successor or replacement rate will be similar to, or produce the same value or economic equivalence
of, the Eurodollar Rate or the Eurodollar Rate (Reserve Adjusted) or have the same volume or liquidity as such rates did prior to their
discontinuance or unavailability.


 


Section 11.23.        Recognition
of U.S. Special Resolution Regimes.


 


(a)           In the event that any Series 2021-A Noteholder that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer from such Series 2021-A Noteholder of the Series 2021-A Notes held by such Series 2021-A Noteholder, together with
its rights hereunder, and any interest and obligation in or under such Series 2021-A Notes or hereunder, will be effective to the same
extent as the transfer would be effective under the U.S. Special Resolution Regime if the Series 2021-A Notes, this Series 2021-A Supplement,
and any interest and obligation in or under the Series 2021-A Notes and this Series 2021-A Supplement, were governed by the laws of the
United States or a state of the United States.


 


(b)           In the event that any Series 2021-A Noteholder that is a Covered Entity or a BHC Act Affiliate of such Series 2021-A Noteholder
becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against
such Series 2021-A Noteholder are permitted to be exercised to no greater extent than such Default Rights could be exercised under the
U.S. Special Resolution Regime if the Series 2021-A Notes and this Series 2021-A Supplement were governed by the laws of the United States
or a state of the United States.





 






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(c)          
For purposes of this Section 11.23:


 


“BHC Act
Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12
U.S.C. § 1841(k) or § 1813(w), as applicable.


 


“Covered
Entity” means any of the following:


 


		(i)	a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
 § 252.82(b);



 


		(ii)	a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
 § 47.3(b); or



 


		(iii)	a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
 § 382.2(b).



 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.


 


“U.S. Special
Resolution Regime” means each of (Ai the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title
II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.


 


Section 11.24.      
Indemnity by Hertz.


 


(a)           Without
double counting any amounts relating to losses payable pursuant to the Indemnification Agreement, Hertz agrees to indemnify and hold
harmless HGI, HVIF, the Nominee and the Trustee, and their respective directors, officers, stockholders, agents and employees (collectively,
the “Indemnified Persons”) against any and all claims, demands, losses, damages and liabilities of whatsoever nature
and all costs and expenses relating to or in any way arising out of, including reasonable costs of investigation and attorney’s
fees and expenses (collectively, “Losses”):


 


(a)           the
ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration,
custody by the Servicer of title and registration documents, use, non-use, misuse, operation, deficiency, defect, transportation, repair,
maintenance, control or disposition of any Vehicle leased under the Leases. The foregoing shall include, without limitation, any liability
(or any alleged liability) of any Lessor or any other Indemnified Person to any third party arising out of any of the foregoing, including,
without limitation, all reasonable legal fees, costs and disbursements arising out of such liability (or alleged liability);


 






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(b)           all
federal, state, county, municipal, foreign or other fees, taxes and assessments of whatsoever nature including but not limited to (A)
license, qualification, registration, franchise, sales, use, gross receipts, ad valorem, business, property (real or personal), excise,
motor vehicle, and occupation fees and taxes, and penalties and interest thereon, whether assessed, levied against or payable by any
Lessor, any other Indemnified Party or otherwise, with respect to any Vehicle or the acquisition, purchase, sale, lease, rental, use,
operation, control, ownership or disposition of any Vehicle or measured in any way by the value thereof or by the business of, investment
in, or ownership by any Lessor or any other Indemnified Party with respect thereto, (B) documentary, stamp, filing, recording, mortgage
or other taxes, if any, which may be payable by any Lessor or any other Indemnified Person in connection with the execution, delivery,
recording or filing of the Leases or the other Related Documents or the leasing of any Vehicles under the Leases and any penalties or
interest with respect thereto and (C) federal, state, local and foreign income taxes and penalties and interest thereon, whether assessed,
levied against or payable by any Lessor or otherwise as a result of its being a member of any group of corporations including Hertz that
files any tax returns on a consolidated or combined basis, excluding, however, any franchise tax or tax on, based on, with respect, or
measured by, the net income of such Lessor (including federal alternative minimum tax) other than any taxes or other charges which may
be imposed on such Lessor as a result of any determination by a taxing authority that such Lessor is not the owner for tax purposes of
the Vehicles leased under the Lease to which it is a party or that such Lease is not a “true lease” for tax purposes or that
depreciation deductions that would be available to the owner of such Vehicles are disallowed, or that such Lessor is not entitled to
include the full purchase price for any Vehicle in basis;


 


(c)           any
violation by Hertz of the Leases, of this Series 2021-A Supplement or of any Series 2021-A Related Documents to which Hertz is a party
or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations,
licenses and withholdings of objections of any governmental or public body or authority and all other requirements having the force of
law applicable at any time to any Vehicle or any action or transaction by Hertz with respect thereto or pursuant to the Leases; and


 


(d)           the
Vehicles, whether due to HVF III’s or the Nominee’s, as applicable, holding legal title to any such Vehicle, HVF III’s
or the Nominee’s, as applicable, appointment as nominee titleholder of the Vehicles pursuant to the Nominee Agreement or HVF III’s
or the Nominee’s, as applicable, performance under the Nominee Agreement, including, without limitation, Losses arising out of
or related to HVF III’s or the Nominee’s, as applicable, grant of a power of attorney to HVF III or Hertz pursuant to the
Nominee Agreement.


 


(b)           Hertz
agrees to pay all out of pocket costs of the Lessors (including reasonable fees and out of pocket expenses of counsel for the Lessors)
in connection with the execution, delivery and performance of the Leases, this Series 2021-A Supplement and the other Series 2021-A Related
Documents;


 


(c)           Hertz
agrees to pay all out of pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Lessors
or the Trustee in connection with the administration, enforcement, waiver or amendment of the Leases, this Series 2021-A Supplement and
any other Series 2021-A Related Documents and all indemnification obligations of the Lessors under the Series 2021-A Related Documents;
and


 


(d)               
Hertz agrees to pay all costs, fees, expenses, damages and liabilities (including, without limitation, reasonable fees and out
of pocket expenses of counsel) in connection with, or arising out of, any claim made by any third party against the Lessors for any reason
(including, without limitation, in connection with any audit or investigation conducted by a Manufacturer under its Manufacturer Program).


 






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IN WITNESS WHEREOF, HVF III
and the Trustee have caused this Series 2021-A Supplement to be duly executed by their respective officers hereunto duly authorized as
of the day and year first above written.


 


	 	HERTZ VEHICLE FINANCING III LLC, as
	 	Issuer
	 	 
	 	 
	 	By:	/s/ M David Galainena
	 	 	Name: M David Galainena
	 	 	Title: Vice President, General Counsel and Secretary
	 	 
	 	 
	 	 
	 	THE HERTZ CORPORATION, as
	 	Administrator,
	 	 
	 	 
	 	By:	/s/ M David Galainena
	 	 	Name: M David Galainena
	 	 	Title: Executive Vice President, General Counsel and Secretary



 


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2021-A Supplement


 






     


     


    

 





	 	THE BANK OF NEW YORK MELLON TRUST 

COMPANY,
N.A.,
	 	as Trustee
	 	 
	 	 
	 	By:	/s/ Michele R. Shrum
	 	 	Name: Michele R. Shrum
	 	 	Title: Vice President



 


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2021-A Supplement


 






     


     


    

 


	 	THE HERTZ CORPORATION, as
	 	Class RR Committed Note Purchaser,
	 	 
	 	By:	/s/ M David Galainena
	 	 	 
	 	 	Name: M David Galainena
	 	 	Title: Executive Vice President, General Counsel and Secretary



 


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2021-A Supplement


 






     


     


    

 


	 	DEUTSCHE BANK AG, NEW YORK BRANCH,
	 	as the Program Agent
	 	 
	 	 
	 	By:	/s/ Kevin Fagan
	 	 	Name: Kevin Fagan
	 	 	Title: Director
	 	 
	 	By:	/s/ Katherine Bologna
	 	 	Name: Katherine Bologna
	 	 	Title: MD



 


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	 	DEUTSCHE BANK AG, NEW YORK BRANCH,
	 	as a Class A Committed Note Purchaser
	 	 
	 	 
	 	By:	/s/ Katherine Bologna
	 	 	Name: Katherine Bologna
	 	 	Title: Managing Director
	 	 
	 	By:	/s/ Robert Sheldon
	 	 	Name: Robert Sheldon
	 	 	Title: Managing Director



 


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2021-A Supplement


 






     


     


    

 


	 	DEUTSCHE BANK AG, NEW YORK BRANCH,
	 	as a Class A Funding Agent
	 	 
	 	 
	 	By:	/s/ Katherine Bologna
	 	 	Name: Katherine Bologna
	 	 	Title: Managing Director
	 	 
	 	By:	/s/ Robert Sheldon
	 	 	Name: Robert Sheldon
	 	 	Title: Managing Director



 


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2021-A Supplement


 






     


     


    

 


	 	BANK OF AMERICA, N. A.,
	 	as a Class A Committed Note Purchaser
	 	 
	 	 
	 	By:	/s/ Carl W. Anderson
	 	 	Name: Carl W. Anderson
	 	 	Title: Managing Director
	 	 
	 	 
	 	BANK OF AMERICA, N. A.,
	 	as a Class A Funding Agent
	 	 
	 	 
	 	By:	/s/ Carl W. Anderson
	 	 	Name: Carl W. Anderson
	 	 	Title: Managing Director



 


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2021-A Supplement


 






     


     


    

 


	 	BARCLAYS BANK PLC,
	 	as a Class A Committed Note Purchaser
	 	 
	 	 
	 	By:	/s/ John McCarthy
	 	 	Name: John McCarthy
	 	 	Title: Director
	 	 
	 	 
	 	BARCLAYS BANK PLC,
	 	as a Class A Funding Agent
	 	 
	 	 
	 	By:	/s/ John McCarthy
	 	 	Name: John McCarthy
	 	 	Title: Director



 


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2021-A Supplement


 






     


     


    

 


	 	BANK OF MONTREAL,
	 	as a Class A Committed Note Purchaser
	 	 
	 	 
	 	By:	/s/ Karen Louie
	 	 	Name: Karen Louie
	 	 	Title: Director
	 	 
	 	 
	 	FAIRWAY FINANCE COMPANY, LLC,
	 	as a Class A Conduit Investor
	 	 
	 	 
	 	By:	/s/ Lori Rezza
	 	 	Name: Lori Rezza
	 	 	Title: Vice President
	 	 
	 	 
	 	BMO CAPITAL MARKETS CORP.,
	 	as a Class A Funding Agent
	 	 
	 	 
	 	By:	/s/ John Pappano
	 	 	Name: John Pappano
	 	 	Title: Managing Director



 


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2021-A Supplement


 






     


     


    

 


	 	CREDIT AGRICOLE CORPORATE AND 

INVESTMENT
BANK,
	 	as a Class A Committed Note Purchaser
	 	 
	 	 
	 	By:	/s/ Konstantina Kourmpetis
	 	 	Name: Konstantina Kourmpetis
	 	 	Title: Managing Director
	 	 
	 	 
	 	By:	/s/ Roger Klepper
	 	 	Name: Roger Klepper
	 	 	Title: Managing Director
	 	 
	 	 
	 	ATLANTIC ASSET SECURITIZATION LLC,
	 	as a Class A Conduit Investor
	 	 
	 	 
	 	By:	/s/ Konstantina Kourmpetis
	 	 	Name: Konstantina Kourmpetis
	 	 	Title: Managing Director
	 	 
	 	 
	 	By:	/s/ Roger Klepper
	 	 	Name: Roger Klepper
	 	 	Title: Managing Director
	 	 
	 	 
	 	CREDIT AGRICOLE CORPORATE AND 

INVESTMENT
BANK,
	 	as a Class A Funding Agent
	 	 
	 	 
	 	By:	/s/ Konstantina Kourmpetis
	 	 	Name: Konstantina Kourmpetis
	 	 	Title: Managing Director
	 	 
	 	 
	 	By:	/s/ Roger Klepper
	 	 	Name: Roger Klepper
	 	 	Title: Managing Director



 


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	 	CREDIT AGRICOLE CORPORATE AND 

INVESTMENT
BANK,
	 	as a Class A Funding Agent
	 	 
	 	 
	 	By:	/s/ Roger Klepper
	 	 	Name: Roger Klepper
	 	 	Title: Managing Director
	 	 
	 	By:	/s/ Richard McBride
	 	 	Name: Richard McBride
	 	 	Title: Director
	 	 
	 	 
	 	CREDIT AGRICOLE CORPORATE AND 

INVESTMENT
BANK,
	 	as a Class A Funding Agent
	 	 
	 	 
	 	By:	 /s/ Roger Klepper
	 	 	Name: Roger Klepper
	 	 	Title: Managing Director
	 	 
	 	By:	/s/ Richard McBride
	 	 	Name: Richard McBride
	 	 	Title: Director



 


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	 	VERSAILLES ASSETS LLC,
	 	as a Class A Committed Note Purchaser
	 	 
	 	 
	 	By:	/s/ David V. DeAngelis
	 	 	Name: David V. DeAngelis
	 	 	Title: Vice President
	 	 
	 	 
	 	VERSAILLES ASSETS LLC,
	 	as a Class A Conduit Investor
	 	 
	 	 
	 	By:	/s/ David V. DeAngelis
	 	 	Name: David V. DeAngelis
	 	 	Title: Vice President
	 	 
	 	 
	 	NATIXIS, NEW YORK BRANCH,
	 	as a Class A Funding Agent
	 	 
	 	 
	 	By:	/s/ Terrence Gregersen
	 	 	Name: Terrence Gregersen
	 	 	Title: Executive Director
	 	 
	 	By:	/s/ Chad Johnson
	 	 	Name: Chad Johnson
	 	 	Title: Managing Director



 


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	 	MIZUHO BANK, LTD.,
	 	as a Class A Committed Note Purchaser
	 	 
	 	 
	 	By:	/s/ Richard A. Burke
	 	 	Name: Richard A. Burke
	 	 	Title: Managing Director
	 	 
	 	 
	 	MIZUHO BANK, LTD.,
	 	as a Class A Funding Agent
	 	 
	 	 
	 	By:	 /s/ Richard A. Burke
	 	 	Name: Richard A. Burke
	 	 	Title: Managing Director



 


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	 	ROYAL BANK OF CANADA,
	 	as a Class A Committed Note Purchaser
	 	 
	 	 
	 	By:	/s/ Kevin P. Wilson
	 	 	Name: Kevin P. Wilson
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	ROYAL BANK OF CANADA,
	 	as a Class A Committed Note Purchaser
	 	 
	 	 
	 	By:	/s/ Lisa Wang
	 	 	Name: Lisa Wang
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	OLD LINE FUNDING, LLC,
	 	as a Class A Conduit Investor
	 	 
	 	 
	 	By:	/s/ Kevin P. Wilson
	 	 	Name: Kevin P. Wilson
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	ROYAL BANK OF CANADA,
	 	as a Class A Funding Agent
	 	 
	 	 
	 	By:	/s/ Kevin P. Wilson
	 	 	Name: Kevin P. Wilson
	 	 	Title: Authorized Signatory
	 	 
	 	ROYAL BANK OF CANADA,
	 	as a Class A Funding Agent
	 	 
	 	 
	 	By:	/s/ Lisa Wang
	 	 	Name: Lisa Wang
	 	 	Title: Authorized Signatory



 


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	 	BNP PARIBAS,
	 	as a Class A Committed Note Purchaser
	 	 
	 	 
	 	By:	/s/ Steven Parsons
	 	 	Name: Steven Parsons
	 	 	Title: Managing Director
	 	 
	 	 
	 	By:	/s/ Chris Fukuoka
	 	 	Name: Chris Fukuoka
	 	 	Title: Director
	 	 
	 	 
	 	STARBIRD FUNDING CORPORATION,
	 	as a Class A Conduit Investor
	 	 
	 	 
	 	By:	/s/ David V. DeAngelis
	 	 	Name: David V. DeAngelis
	 	 	Title: Vice President
	 	 
	 	 
	 	BNP PARIBAS,
	 	as a Class A Funding Agent
	 	 
	 	 
	 	By:	/s/ Steven Parsons
	 	 	Name: Steven Parsons
	 	 	Title: Managing Director
	 	 
	 	 
	 	By:	/s/ Chris Fukuoka
	 	 	Name: Chris Fukuoka
	 	 	Title: Director



 


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	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Class A Committed Note Purchaser
	 	 
	 	 
	 	By:	/s/ Marquis Gilmore
	 	 	Name: Marquis Gilmore
	 	 	Title: Managing Director
	 	 
	 	 
	 	CHARIOT FUNDING, LLC,
	 	as a Class A Conduit Investor
	 	 
	 	 
	 	By:	/s/ Marquis Gilmore
	 	 	Name: Marquis Gilmore
	 	 	Title: Managing Director
	 	 
	 	 
	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Class A Funding Agent
	 	 
	 	 
	 	By:	/s/ Marquis Gilmore
	 	 	Name: Marquis Gilmore
	 	 	Title: Managing Director



 


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2021-A Supplement


 






     


     


    

 


	 	CITIZENS BANK, N.A.,
	 	as a Class A Committed Note Purchaser
	 	 
	 	 
	 	By:	/s/ Gordon Wong
	 	 	Name: Gordon Wong
	 	 	Title: Vice President
	 	 
	 	 
	 	CITIZENS BANK, N.A.,
	 	as a Class A Funding Agent
	 	 
	 	 
	 	By:	/s/ Gordon Wong
	 	 	Name: Gordon Wong
	 	 	Title: Vice President



 


Signature Page to Series
2021-A Supplement


 






     


     


    

 


	 	ATHENE ANNUITY & LIFE ASSURANCE 

COMPANY,
	 	as a Class A Committed Note Purchaser
	 	 
	 	 
	 	By:	Apollo Insurance Solutions Group LP, its
	 	investment manager
	 	By:	Apollo Capital Management, LP, its sub-advisor
	 	By:	Apollo Capital Management GP, LLC, its general
	 	partner
	 	 
	 	 
	 	By:	/s/ Joseph D. Glatt
	 	 	Name: Joseph D. Glatt
	 	 	Title: Vice President
	 	 
	 	 
	 	ATHENE ANNUITY & LIFE ASSURANCE 

COMPANY,
	 	as a Class A Funding Agent
	 	 
	 	 
	 	By:	Apollo Insurance Solutions Group LP, its
	 	investment manager
	 	By:	Apollo Capital Management, LP, its sub-advisor
	 	By:	Apollo Capital Management GP, LLC, its general
	 	partner
	 	 
	 	 
	 	By:	/s/ Joseph D. Glatt
	 	 	Name: Joseph D. Glatt
	 	 	Title: Vice President



 


Signature Page to Series
2021-A Supplement


 






     


     


    

 






	 	ATHENE ANNUITY AND LIFE COMPANY,
 as a Class A Committed Note Purchaser
	 	 
	 	 
	 	By:	Apollo Insurance Solutions Group LP,
its investment manager
	 	By:	Apollo Capital Management, LP, its sub-advisor
	 	By:	Apollo Capital Management GP, LLC, its
general partner
	 	 	 
	 	 	 
	 	By:	/s/ Joseph D. Glatt
	 	 	Name: Joseph D. Glatt
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	ATHENE ANNUITY AND LIFE COMPANY,
 as a Class A Funding Agent
	 	 	 
	 	 	 
	 	By:	Apollo Insurance Solutions Group LP,
its investment manager
	 	By:	Apollo Capital Management, LP, its sub-advisor
	 	By:	Apollo Capital Management GP, LLC, its
general partner
	 	 	 
	 	 	 
	 	By:	/s/ Joseph D. Glatt
	 	 	Name: Joseph D. Glatt
	 	 	Title: Vice President



 


Signature Page to Series
2021-A Supplement


 






     


     


    

 


		JACKSON NATIONAL LIFE INSURANCE COMPANY,
 as a Class A Committed Note Purchaser
	 	 	 
	 	 	 
	 	By:	Apollo Insurance Solutions Group LP,
its investment manager
	 	By:	 Apollo Capital Management, LP, its sub-advisor
	 	By:	 Apollo Capital Management GP, LLC, its
general partner
	 	 	 
	 	 	 
	 	By:	/s/ Joseph D. Glatt
	 	 	Name: Joseph D. Glatt
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	JACKSON NATIONAL LIFE INSURANCE COMPANY,
 as a Class A Funding Agent
	 	 	 
	 	 	 
	 	By:	Apollo Insurance Solutions Group LP,
its investment manager
	 	By:	 Apollo Capital Management, LP, its sub-advisor
	 	By:	 Apollo Capital Management GP, LLC, its
general partner
	 	 	 
	 	 	 
	 	By:	/s/ Joseph D. Glatt
	 	 	Name: Joseph D. Glatt
	 	 	Title: Vice President



 


Signature Page to Series
2021-A Supplement


 






     


     


    

 





	 	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,
 as a Class A Committed Note Purchaser
	 	 	 
	 	By:	Apollo Insurance Solutions Group LP,
its investment manager
	 	By:	 Apollo Capital Management, LP, its sub-advisor
	 	By:	 Apollo Capital Management GP, LLC, its
general partner
	 	 	 
	 	 	 
	 	By:	/s/ Joseph D. Glatt
	 	 	Name: Joseph D. Glatt
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,
 as a Class A Funding Agent
	 	 	 
	 	By:	Apollo Insurance Solutions Group LP,
its investment manager
	 	By:	 Apollo Capital Management, LP, its sub-advisor
	 	By:	 Apollo Capital Management GP, LLC, its
general partner
	 	 	 
	 	 	 
	 	By:	/s/ Joseph D. Glatt
	 	 	Name: Joseph D. Glatt
	 	 	Title: Vice President



 


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2021-A Supplement


 






     


     


    

 


Schedule
I

TO THE SERIES 2021-A SUPPLEMENT


 


DEFINITIONS LIST


 


“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affected Person”
means any Series 2021-A Noteholder that bears any additional loss or expense described in any Specified Cost Section.


 


“Agent Indemnified
Liabilities” has the meaning specified in Section 11.4(c) (Indemnification of the Program Agent and each Funding Agent).


 


“Agent Indemnified
Parties” has the meaning specified in Section 11.4(c) (Indemnification of the Program Agent and each Funding Agent).


 


“Aggregate Unpaids”
has the meaning specified in Section 10.1 (Authorization and Action of the Program Agent).


 


“Anti-Corruption
Laws” means the Foreign Corrupt Practices Act of 1977, as amended, and all laws, rules and regulations of the European Union
and United Kingdom applicable to Hertz or its Subsidiaries from time to time concerning or relating to bribery or corruption.


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark
is a term rate, any tenor for such Benchmark that is or may be used for determining the length of a Series 2021-A Interest Period or (y)
otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Series 2021-A
Supplement as of such date.


 


“Back-Up Disposition
Agent” has the meaning specified in the Back-Up Disposition Agent Agreement.


 


“Back-Up Disposition
Agent Agreement” means that certain Back-Up Disposition Agent Agreement, dated as of the date hereof, by and among defi AUTO,
LLC, as Back-Up Disposition Agent, the Issuer, the Administrator, as servicer, and the Trustee.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected
Financial Institution.


 


“Bail-In Legislation”
means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the
Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which
is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act
2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution
of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration
or other insolvency proceedings).


 






    Schedule I-1


     


    

 


“Base Indenture”
has the meaning specified in the Preamble.


 


“Base Rate”
means, on any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day and (b) the Federal Funds Rate in
effect on such day. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective as of the
opening of business on the effective day of such change in the Prime Rate or the Federal Funds Rate, respectively. Changes in the rate
of interest on that portion of any Class A Advances maintained as Class A Base Rate Tranches, respectively, will take effect simultaneously
with each change in the Base Rate.


 


“BBA Libor Rates
Page” shall mean the display designated as Reuters Screen LIBOR01 Page (or on any successor or substitute page of such service,
or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such
service, as determined by the Program Agent from time to time for purposes of providing quotations of interest rates applicable to Dollar
deposits are offered by leading banks in the London interbank market).


 


“Benchmark”
means, initially, the Eurodollar Rate (Reserve Adjusted); provided that if a replacement of the Benchmark has occurred pursuant
to Section 11.22 titled “Benchmark Replacement Setting”, then “Benchmark” means the applicable Benchmark Replacement
to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include,
as applicable, the published component used in the calculation thereof.


 


"Benchmark Replacement"
means, for any Available Tenor:


 


(1)         For
purposes of clause (a) of this Section, the first alternative set forth below that can be determined by the Program Agent:


 


(a)           the
sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, or


 


(b)      if
applicable, the sum of: (i) Daily Simple SOFR and (ii) the spread adjustment selected or recommended by the Relevant Governmental Body
for the replacement of the tenor of the Eurodollar Rate with a SOFR-based rate having approximately the same length as the interest payment
period specified in clause (a) of this Section; and


 


(2)       For
purposes of clause (b) of this Section, the sum of (a) the alternate benchmark rate and (b) an adjustment (which may be a positive or
negative value or zero), in each case, that has been selected by the Program Agent as the replacement for such Available Tenor of such
Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made
by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time; provided that, if the
Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will
be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.


 





 






    Schedule I-2


     


    

 


“Benchmark Replacement
Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including
changes to the definition of “Base Rate”, the definition of “Business Day,” the definition of “Series 2021-A
Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment,
conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other
technical, administrative or operational matters) that the Program Agent decides may be appropriate to reflect the adoption and implementation
of such Benchmark Replacement and to permit the administration thereof by the Program Agent in a manner substantially consistent with
market practice (or, if the Program Agent decides that adoption of any portion of such market practice is not administratively feasible
or if the Program Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other
manner of administration as the Program Agent decides is reasonably necessary in connection with the administration of this Series 2021-A
Supplement).


 


“Benchmark Transition
Event” means, with respect to any then-current Benchmark other than the Eurodollar Rate, the occurrence of a public statement
or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator
of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official
with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such
Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing
or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark,
permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will
continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be representative
of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.


 


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


 


“Capital Stock”
means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and
all equivalent ownership interests (including membership and partnership interests) in a Person (other than a corporation) and any and
all warrants or options to purchase any of the foregoing.


 


“Cash AUP”
has the meaning specified in Section 6.2(e) (Cash AUP).


 






    Schedule I-3


     


    

 


“Change in Law”
means (a) any law, rule or regulation or any change therein or in the interpretation or application thereof (whether or not having the
force of law), in each case, adopted, issued or occurring after the Series 2021-A Closing Date or (b) any request, guideline or directive
(whether or not having the force of law) from any government or political subdivision or agency, authority, bureau, central bank, commission,
department or instrumentality thereof, or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether
or not part of government) that is responsible for the establishment or interpretation of national or international accounting principles,
in each case, whether foreign or domestic (each an “Official Body”) charged with the administration, interpretation
or application thereof, or the compliance with any request or directive of any Official Body (whether or not having the force of law)
made, issued or occurring after the Series 2021-A Closing Date; provided that, notwithstanding anything in the foregoing to the
contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations
or directives thereunder or issued in connection therewith and (y) all requests, rules, regulations, guidelines, interpretations or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority)
or any other United States or foreign regulatory authorities, in each case, pursuant to Basel III, shall, in each case, be deemed to be
a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.


 


“Change of Control”
means the occurrence of any of the following events after the Series 2021-A Closing Date: (a) any “person” (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders or a Parent, becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting
power of the Voting Stock of Hertz, provided that so long as Hertz is a Subsidiary of any Parent, no “person” shall
be deemed to be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of Hertz unless
such “person” shall be or become a “beneficial owner” of more than 50% of the total voting power of the Voting
Stock of such Parent; or (b) Hertz sells or transfers (in one or a series of related transactions) all or substantially all of the assets
of Hertz and its Subsidiaries to another Person (other than one or more Permitted Holders) and any “person” (as defined in
clause (a) above), other than one or more Permitted Holders or any Parent, is or becomes the “beneficial owner” (as so defined),
directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the transferee Person in such sale or transfer
of assets, as the case may be, provided that so long as such transferee Person is a Subsidiary of a parent Person, no “person”
shall be deemed to be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of such
surviving or transferee Person unless such “person” shall be or become a “beneficial owner” of more than 50% of
the total voting power of the Voting Stock of such parent Person; or (c) Hertz shall cease to own directly 100% of the Capital Stock of
HVF; or (d) Hertz shall cease to own directly 100% of the Capital Stock of HVF III; or (e) Hertz shall cease to own directly or indirectly
100% of the Capital Stock of the Nominee on any date on which the Certificate of Title for any Eligible Vehicle is in the name of the
Nominee.


 


“Chapter 11 Exit
Date” means June 30, 2021.


 


“Class A Acquiring
Committed Note Purchaser” has the meaning specified in Section 9.3(a)(i) (Class A Assignments).


 


“Class A Acquiring
Investor Group” has the meaning specified in Section 9.3(a)(iii) (Class A Assignments).


 


“Class A Action”
has the meaning specified in Section 9.2(a)(i)(E) (Class A Assignments).


 






    Schedule I-4


     


    

 


“Class A Addendum”
means an addendum substantially in the form of Exhibit K-1.


 


“Class A Additional
Investor Group” means, collectively, a Class A Conduit Investor, if any, and the Class A Committed Note Purchaser(s) with respect
to such Class A Conduit Investor or, if there is no Class A Conduit Investor with respect to any Class A Investor Group the Class A Committed
Note Purchaser(s) with respect to such Class A Investor Group, in each case, that becomes party hereto as of any date after the Series
2021-A Closing Date pursuant to Section 2.1 (Initial Purchase; Additional Series 2021-A Notes) in connection with an increase
in the Class A Maximum Principal Amount; provided that, for the avoidance of doubt, a Class A Investor Group that is both a Class
A Additional Investor Group and a Class A Acquiring Investor Group shall be deemed to be a Class A Additional Investor Group solely in
connection with, and to the extent of, the commitment of such Class A Investor Group that increases the Class A Maximum Principal Amount
when such Class A Additional Investor Group becomes a party hereto and Class A Additional Series 2021-A Notes are issued pursuant to Section
2.1 (Initial Purchase; Additional Series 2021-A Notes), and references herein to such a Class A Investor Group as a “Class
A Additional Investor Group” shall not include the commitment of such Class A Investor Group as a Class A Acquiring Investor Group
(the Class A Maximum Investor Group Principal Amount of any such “Class A Additional Investor Group” shall not include any
portion of the Class A Maximum Investor Group Principal Amount of such Class A Investor Group acquired pursuant to an assignment to such
Class A Investor Group as a Class A Acquiring Investor Group, whereas references to the Class A Maximum Investor Group Principal Amount
of such “Class A Investor Group” shall include the entire Class A Maximum Investor Group Principal Amount of such Class A
Investor Group as both a Class A Additional Investor Group and a Class A Acquiring Investor Group).


 


“Class A Additional
Investor Group Initial Principal Amount” means, with respect to each Class A Additional Investor Group, on the effective date
of the addition of each member of such Class A Additional Investor Group as a party hereto, the amount scheduled to be advanced by such
Class A Additional Investor Group on such effective date, which amount may not exceed the product of (a) the Class A Drawn Percentage
(immediately prior to the addition of such Class A Additional Investor Group as a party hereto) and (b) the Class A Maximum Investor Group
Principal Amount of such Class A Additional Investor Group on such effective date (immediately after the addition of such Class A Additional
Investor Group as parties hereto).


 


“Class A Additional
Series 2021-A Notes” has the meaning specified in Section 2.1(d)(i) (Conditions to Issuance of Additional Series 2021-A
Notes).


 


“Class A Adjusted
Advance Rate” means, as of any date of determination, with respect to any Series 2021-A AAA Select Component, a percentage equal
to the greater of:


 


(a)          
an amount equal to


 


(i)              the Class A Baseline Advance Rate with respect to such Series 2021-A AAA Select Component as of such date, minus


 


(ii)           the
Class A Concentration Excess Advance Rate Adjustment as of such date, if any, with respect to such Series 2021-A AAA Select Component,
minus


 






    Schedule I-5


     


    

 


(iii)            the
Class A MTM/DT Advance Rate Adjustment as of such date, if any, with respect to such Series 2021-A AAA Select Component; and


 


(b)           zero.


 


“Class A Adjusted
Asset Coverage Threshold Amount” means, as of any date of determination, the greater of (a) the Class A Asset Coverage Threshold
Amount and (b) the Class A Adjusted Principal Amount, in each case, as of such date.


 


“Class A Adjusted
Principal Amount” means, as of any date of determination, the excess, if any, of (A) the Class A Principal Amount as of such
date over (B) the Series 2021-A Principal Collection Account Amount as of such date.


 


“Class A Advance”
has the meaning specified in Section 2.2(a)(i) (Class A Advance Requests).


 


“Class A Advance
Deficit” has the meaning specified in Section 2.2(a)(vii) (Class A Funding Defaults).


 


“Class A Advance
Request” means, with respect to any Class A Advance requested by HVF III, an advance request substantially in the form of Exhibit
J hereto with respect to such Class A Advance.


 


“Class A Affected
Person” has the meaning specified in Section 3.3(a) (Eurodollar Lending Unlawful).


 


“Class A Asset Coverage
Threshold Amount” means, as of any date of determination, an amount equal to the Class A Adjusted Principal Amount divided by
the Class A Blended Advance Rate, in each case as of such date.


 


“Class A Assignment
and Assumption Agreement” has the meaning specified in Section 9.3(a)(i) (Class A Assignments).


 


“Class A Available
Delayed Amount Committed Note Purchaser” means, with respect to any Class A Advance, any Class A Committed Note Purchaser that
either (i) has not delivered a Class A Delayed Funding Notice with respect to such Class A Advance or (ii) has delivered a Class A Delayed
Funding Notice with respect to such Class A Advance, but (x) has a Class A Delayed Amount with respect to such Class A Advance equal to
zero and (y) after giving effect to the funding of any amount in respect of such Class A Advance to be made by such Class A Committed
Note Purchaser or the Class A Conduit Investor in such Class A Committed Note Purchaser’s Class A Investor Group on the proposed
date of such Class A Advance, has a Class A Required Non-Delayed Amount that is greater than zero.


 






    Schedule I-6


     


    

 


“Class A Available
Delayed Amount Purchaser” means, with respect to any Class A Advance, any Class A Available Delayed Amount Committed Note Purchaser,
or any Class A Conduit Investor in such Class A Available Delayed Amount Committed Note Purchaser’s Class A Investor Group, that
funds all or any portion of a Class A Second Delayed Funding Notice Amount with respect to such Class A Advance on the date of such Class
A Advance.


 


“Class A Baseline
Advance Rate” means, with respect to each Series 2021-A AAA Select Component, the percentage set forth opposite such Series
2021-A AAA Select Component in the following table:


 


	Series 2021-A AAA Component	Class A

Baseline

Advance Rate
	Series 2021-A Eligible Investment Grade Program Vehicle Amount	81.00%
	Series 2021-A Eligible Investment Grade Program Receivable Amount	81.00%
	Series 2021-A Eligible Non-Investment Grade Program Vehicle Amount	79.00%
	Series 2021-A Eligible Non-Investment Grade (High) Program Receivable Amount	79.00%
	Series 2021-A Eligible Non-Investment Grade (Low) Program Receivable Amount	0.00%
	Series 2021-A Eligible Investment Grade Non-Program Vehicle Amount	75.25%
	Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount	72.00%
	Series 2021-A Medium-Duty Truck Amount	65.00%
	Cash Amount	100.00%
	Series 2021-A Remainder AAA Amount	0.00%


 


“Class A Base Rate
Tranche” means that portion of the Class A Principal Amount purchased or maintained with Class A Advances that bear interest
by reference to the Base Rate.


 


“Class A Blended
Advance Rate” means, as of any date of determination the lesser of (i) percentage equivalent of a fraction, the numerator of
which is the Class A Blended Advance Rate Weighting Numerator and the denominator of which is the Series 2021-A Blended Advance Rate Weighting
Denominator, in each case as of such date and (ii) 75%.


 


“Class A Blended
Advance Rate Weighting Numerator” means, as of any date of determination, an amount equal to the sum of an amount with respect
to each Series 2021-A AAA Select Component equal to the product of such Series 2021-A AAA Select Component and the Class A Adjusted Advance
Rate with respect to such Series 2021-A AAA Select Component, in each case as of such date.


 


“Class A Commercial
Paper” means the promissory notes of each Class A Noteholder issued by such Class A Noteholder in the commercial paper market
and allocated to the funding of Class A Advances in respect of the Class A Notes.


 


“Class A Commitment”
means, the obligation of the Class A Committed Note Purchasers included in each Class A Investor Group to fund Class A Advances pursuant
to Section 2.2(a) (Class A Advances) in an aggregate stated amount up to the Class A Maximum Investor Group Principal Amount
for such Class A Investor Group.


 






    Schedule I-7


     


    

 


“Class A Commitment
Percentage” means, on any date of determination, with respect to any Class A Investor Group, the fraction, expressed as a percentage,
the numerator of which is such Class A Investor Group’s Class A Maximum Investor Group Principal Amount on such date and the denominator
is the Class A Maximum Principal Amount on such date.


 


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


 


“Class A Committed
Note Purchaser” has the meaning specified in the Preamble.


 


“Class A Concentration
Adjusted Advance Rate” means as of any date of determination,


 


(i)            with
respect to the Series 2021-A Eligible Investment Grade Non-Program Vehicle Amount, the excess, if any, of the Class A Baseline Advance
Rate with respect to such Series 2021-A Eligible Investment Grade Non-Program Vehicle Amount over the Class A Concentration Excess Advance
Rate Adjustment with respect to such Series 2021-A Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such date,
and


 


(ii)              with
respect to the Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount, the excess, if any, of the Class A Baseline Advance
Rate with respect to such Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount over the Class A Concentration Excess
Advance Rate Adjustment with respect to such Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount, in each case as
of such date.


 


“Class A Concentration
Excess Advance Rate Adjustment” means, with respect to any Series 2021-A AAA Select Component as of any date of determination,
the lesser of:


 


(a)         the
percentage equivalent of a fraction, the numerator of which is (I) the product of (A) the portion of the Series 2021-A Concentration
Excess Amount, if any, allocated to such Series 2021-A AAA Select Component by HVF III and (B) the Class A Baseline Advance Rate with
respect to such Series 2021-A AAA Select Component, and the denominator of which is (II) such Series 2021-A AAA Select Component, in
each case as of such date, and


 


(b)               the
Class A Baseline Advance Rate with respect to such Series 2021-A AAA Select Component;


 


provided that, the
portion of the Series 2021-A Concentration Excess Amount allocated pursuant to the preceding clause (a)(I)(A) shall not exceed the portion
of such Series 2021-A AAA Select Component that was included in determining whether such Series 2021-A Concentration Excess Amount exists.


 


“Class A Conduit
Assignee” means, with respect to any Class A Conduit Investor, any commercial paper conduit, whose commercial paper has ratings
of at least “A-2” from Standard & Poor’s and “P2” from Moody’s, that is administered by the Class
A Funding Agent with respect to such Class A Conduit Investor or any Affiliate of such Class A Funding Agent, in each case, designated
by such Class A Funding Agent to accept an assignment from such Class A Conduit Investor of the Class A Investor Group Principal Amount
or a portion thereof with respect to such Class A Conduit Investor pursuant to Section 9.3(a)(ii) (Class A Assignments).


 






    Schedule I-8


     


    

 


“Class A Conduit
Investors” has the meaning specified in the Preamble.


 


“Class A CP Fallback
Rate” means, as of any date of determination and with respect to any Class A Advance funded or maintained by any Class A Funding
Agent’s Class A Investor Group through the issuance of Class A Commercial Paper during any Series 2021-A Interest Period, the London
Interbank Offered Rate appearing on the BBA Libor Rates Page at approximately 11:00 a.m. (London time) on the first day of such Series
2021-A Interest Period as the rate for dollar deposits with a one-month maturity.


 


“Class A CP Notes”
has the meaning set forth in Section 2.2(a)(iii) (Class A Conduit Investor Funding).


 


“Class A CP Rate”
means, with respect to any Series 2021-A Interest Period (or portion thereof), the per annum rate calculated to yield the “weighted
average cost” (as defined below) for such Series 2021-A Interest Period (or portion thereof) in respect to Class A Commercial Paper
issued by such Class A Conduit Investor; provided, however, that if any component of such rate is a discount rate, in calculating
the Class A CP Rate for such Series 2021-A Interest Period (or portion thereof), the rate resulting from converting such discount rate
to an interest bearing equivalent rate per annum shall be used in calculating such component; provided, further, that if
the Class A CP Rate as determined herein shall be less than zero, such rate shall be deemed to be zero for purposes of this Series 2021-A
Supplement. As used in this definition, “weighted average cost” for any Interest Period (or portion thereof) means
the sum (without duplication) of (i) the actual interest accrued during such Series 2021-A Interest Period (or portion thereof) on outstanding
Class A Commercial Paper issued by such Class A Conduit Investor (excluding, solely in the case of Chariot Funding, LLC, any Class A Commercial
Paper issued to and held by JPMorgan or any affiliate thereof, other than such Class A Commercial Paper held as part of the market making
activities of the Class A Commercial Paper dealer of Chariot Funding, LLC), (ii) the commissions of placement agents and dealers in respect
of such Class A Commercial Paper, (iii) any note issuance costs attributable to such Class A Commercial Paper not constituting dealer
fees or commissions, expressed as an annualized percentage of the aggregate principal component thereof, (iv) the actual interest accrued
during such Series 2021-A Interest Period (or portion thereof) on other borrowings by such Class A Conduit Investor (as determined by
its managing agent), including to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market, which
may include loans from Class A Conduit Investor’s managing agent or its affiliates (such interest rate not to exceed, on any day,
the Federal Funds Rate in effect on such day plus 0.50%), and (v) incremental carrying costs incurred with respect to Class A Commercial
Paper maturing on dates other than those on which corresponding funds are received by such Class A Conduit Investor, minus any
accrual of income net of expenses received from investment of collections received under all receivable purchase facilities funded substantially
with Class A Commercial Paper. Notwithstanding anything to the contrary in the preceding provisions of this definition, if any Class A
Funding Agent shall fail to notify HVF III and the Administrator of the applicable CP Rate for the Class A Advances made by its Class
A Investor Group for the related Series 2021-A Interest Period by 11:00 a.m. (New York City time) on any Determination Date in accordance
with Section 3.1(b)(i) (Notice of Interest Rates) of this Series 2021-A Supplement, then the Class A CP Rate with respect
to such Class A Funding Agent’s Class A Investor Group for each day during such Series 2021-A Interest Period shall equal the Class
A CP Fallback Rate with respect to such Series 2021-A Interest Period.


 






    Schedule I-9


     


    

 


“Class A CP Tranche”
means that portion of the Class A Principal Amount purchased or maintained with Class A Advances that bear interest by reference to the
Class A CP Rate.


 


“Class A CP True-Up
Payment Amount” has the meaning set forth in Section 3.1(f) (CP True-Up Payment Amount).


 


“Class A Daily Interest
Amount” means, for any day in a Series 2021-A Interest Period, an amount equal to the result of (a) the product of (i) the Class
A Note Rate for such Series 2021-A Interest Period and (ii) the Class A Principal Amount as of the close of business on such date divided
by (b) 360.


 


“Class A Decrease”
means a Class A Mandatory Decrease or a Class A Voluntary Decrease, as applicable.


 


“Class A Defaulting
Committed Note Purchaser” has the meaning specified in Section 2.2(a)(vii) (Class A Funding Defaults).


 


“Class A Deficiency
Amount” has the meaning specified in Section 3.1(c)(ii) (Payment of Interest; Funding Agent Failure to Provide Rate).


 


“Class A Delayed
Amount” has the meaning specified in Section 2.2(a)(v)(A) (Class A Delayed Funding Procedures).


 


“Class A Delayed
Funding Date” has the meaning specified in Section 2.2(a)(v)(A) (Class A Delayed Funding Procedures).


 


“Class A Delayed
Funding Notice” has the meaning specified in Section 2.2(a)(v)(A) (Class A Delayed Funding Procedures).


 


“Class A Delayed
Funding Purchaser” means, as of any date of determination, each Class A Committed Note Purchaser party to this Series 2021-A
Supplement.


 


“Class A Delayed
Funding Reimbursement Amount” means, with respect to any Class A Delayed Funding Purchaser, with respect to the portion of the
Class A Delayed Amount of such Class A Delayed Funding Purchaser funded by the Class A Available Delayed Amount Purchaser(s) on the date
of the Class A Advance related to such Class A Delayed Amount, an amount equal to the excess, if any, of (a) such portion of the Class
A Delayed Amount funded by the Class A Available Delayed Amount Purchaser(s) on the date of the Class A Advance related to such Class
A Delayed Amount over (b) the amount, if any, by which the portion of any payment of principal (including any Class A Decrease), if any,
made by HVF III to each such Class A Available Delayed Amount Purchaser on any date during the period from and including the date of the
Advance related to such Class A Delayed Amount to but excluding the Class A Delayed Funding Date for such Class A Delayed Amount, was
greater than what it would have been had such portion of the Class A Delayed Amount been funded by such Class A Delayed Funding Purchaser
on such Class A Advance Date.


 






    Schedule I-10


     


    

 


“Class A Designated
Delayed Advance” has the meaning specified in Section 2.2(a)(v)(A) (Class A Delayed Funding Procedures).


 


“Class A Drawn Percentage”
means, as of any date of determination, a fraction expressed as a percentage, the numerator of which is the Class A Principal Amount and
the denominator of which is the Class A Maximum Principal Amount, in each case as of such date.


 


“Class A Eurodollar
Tranche” means that portion of the Class A Principal Amount purchased or maintained with Class A Advances that bear interest
by reference to the Eurodollar Rate (Reserve Adjusted).


 


“Class A Excess Principal
Event” shall be deemed to have occurred if, on any date, the Class A Principal Amount as of such date exceeds the Class A Maximum
Principal Amount as of such date.


 


“Class A Fee Letter”
means each fee letter, dated as of the Series 2021-A Closing Date, designated as a “Class A Fee Letter” by HVF III and the
Class A Committed Note Purchasers party thereto, setting forth the payment of certain fees with respect to the arranging and structuring
of the transactions hereunder and the commitments of such Class A Committed Note Purchasers.


 


“Class A Funding
Agent” has the meaning specified in the Preamble.


 


“Class A Funding
Conditions” means, with respect to any Class A Advance requested by HVF III pursuant to Section 2.2 (Advances),
the following shall be true and correct both immediately before and immediately after giving effect to such Class A Advance:


 


(a)            the
representations and warranties of HVF III set out in Article VII (Covenants) of the Base Indenture and the representations and
warranties of HVF III and the Administrator set out in Article VI (Representations and Warranties; Covenants; Closing Conditions)
of this Series 2021-A Supplement and the representations and warranties of the Nominee set out in Article XII of the Nominee Agreement,
in each case, shall be true and accurate as of the date of such Class A Advance with the same effect as though made on that date (unless
stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier
date);


 


(b)            the
related Funding Agent shall have received an executed Class A Advance Request certifying as to the current Aggregate Asset Amount, delivered
in accordance with the provisions of Section 2.2 (Advances);


 


(c)         no
Class A Excess Principal Event is continuing; provided that, solely for purposes of calculating whether a Class A Excess Principal
Event is continuing under this clause (c), the Class A Principal Amount shall be deemed to be increased by all Class A Delayed Amounts,
if any, that any Class A Delayed Funding Purchaser(s) in a Class A Investor Group are required to fund on a Class A Delayed Funding Date
that is scheduled to occur after the date of such requested Class A Advance that have not been funded on or prior to the date of such
requested Class A Advance;


 






    Schedule I-11


     


    

 


(d)            no Amortization Event or Potential Amortization Event, in each case with respect to the Series 2021-A Notes, exists;


 


(e)            if
such Class A Advance is in connection with any issuance of Class A Additional Notes or any Class A Investor Group Maximum Principal Increase,
then the amount of such issuance or increase shall be equal to or greater than $2,500,000 and integral multiples of $100,000 in excess
thereof;


 


(f)             the Series 2021-A Revolving Period is continuing; and


 


(g)          the
representations and warranties of HVF III set out in the Lease Related Documents with respect to HVF III shall be true and accurate as
of the date of such Class A Advance with the same effect as though made on that date (unless stated to relate solely to an earlier date,
in which case such representations and warranties shall be true and correct as of such earlier date).


 


“Class A Initial
Advance Amount” means, with respect to any Class A Noteholder, the amount specified as such on Schedule II hereto with
respect to such Class A Noteholder.


 


“Class A Initial
Investor Group Principal Amount” means, with respect to each Class A Investor Group, the amount set forth and specified as such
opposite the name of the Class A Committed Note Purchaser included in such Class A Investor Group on Schedule II hereto.


 


“Class A Investor
Group” means, (i) collectively, a Class A Conduit Investor, if any, and the Class A Committed Note Purchaser(s) with respect
to such Class A Conduit Investor or, if there is no Class A Conduit Investor with respect to any Class A Investor Group, the Class A Committed
Note Purchaser(s) with respect to such Class A Investor Group, in each case, party hereto as of the Series 2021-A Closing Date and (ii)
any Class A Additional Investor Group.


 


“Class A Investor
Group Maximum Principal Increase” has the meaning specified in Section 2.1(c)(i) (Class A Investor Group Maximum Principal
Increase).


 


“Class A Investor
Group Maximum Principal Increase Addendum” means an addendum substantially in the form of Exhibit M-1.


 


“Class A Investor
Group Maximum Principal Increase Amount” means, with respect to each Class A Investor Group Maximum Principal Increase, on the
effective date of any Class A Investor Group Maximum Principal Increase with respect to any Class A Investor Group, the amount scheduled
to be advanced by such Class A Investor Group on such effective date, which amount may not exceed the product of (a) the Class A Drawn
Percentage (immediately prior to the effectiveness of such Class A Investor Group Maximum Principal Increase) and (b) the amount of such
Class A Investor Group Maximum Principal Increase.


 






    Schedule I-12


     


    

 


“Class A Investor
Group Principal Amount” means, as of any date of determination with respect to any Class A Investor Group, the result of: (i)
if such Class A Investor Group is a Class A Additional Investor Group, such Class A Investor Group’s Class A Additional Investor
Group Initial Principal Amount, and otherwise, such Class A Investor Group’s Class A Initial Investor Group Principal Amount, plus
(ii) the Class A Investor Group Maximum Principal Increase Amount with respect to each Class A Investor Group Maximum Principal Increase
applicable to such Class A Investor Group, if any, on or prior to such date, plus (iii) the principal amount of the portion of all Class
A Advances funded by such Class A Investor Group on or prior to such date (excluding, for the avoidance of doubt, any Class A Initial
Advance Amount from the calculation of such Class A Advances), minus (iv) the amount of principal payments (whether pursuant to a Class
A Decrease, a redemption or otherwise) made to such Class A Investor Group pursuant to this Series 2021-A Supplement on or prior to such
date, plus (v) the amount of principal payments recovered from such Class A Investor Group by a trustee as a preference payment in a bankruptcy
proceeding of HVF III or otherwise on or prior to such date.


 


“Class A Investor
Group Supplement” has the meaning specified in Section 9.3(a)(iii) (Class A Assignments).


 


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


 


“Class A Mandatory
Decrease” has the meaning specified in Section 2.3(b)(i) (Obligation to Decrease Class A Notes).


 


“Class A Mandatory
Decrease Amount” has the meaning specified in Section 2.3(b)(i) (Obligation to Decrease Class A Notes).


 


“Class A Maximum
Investor Group Principal Amount” means, with respect to each Class A Investor Group as of any date of determination, the amount
specified as such for such Class A Investor Group on Schedule II hereto for such date of determination, as such amount may be increased
or decreased from time to time in accordance with the terms hereof; provided that, on any day after the occurrence and during the
continuance of an Amortization Event with respect to the Series 2021-A Notes, the Class A Maximum Investor Group Principal Amount with
respect to each Class A Investor Group shall not exceed the Class A Investor Group Principal Amount for such Class A Investor Group.


 


“Class A Maximum
Principal Amount” means $2,812,500,000; provided that such amount may be (i) reduced at any time and from time to time
by HVF III upon notice to each Series 2021-A Noteholder, the Program Agent, each Conduit Investor and each Committed Note Purchaser in
accordance with the terms of this Series 2021-A Supplement, or (ii) increased at any time and from time to time upon (a) a Class A Additional
Investor Group becoming party to this Series 2021-A Supplement in accordance with the terms hereof or (b) the effective date for any Class
A Investor Group Maximum Principal Increase.


 


“Class A Monthly
Default Interest Amount” means, with respect to any Payment Date, an amount equal to the sum of (i) an amount equal to the product
of (x) 2.0%, (y) the result of (a) the sum of the Class A Principal Amount as of each day during the related Series 2021-A Interest Period
(after giving effect to any increases or decreases to the Class A Principal Amount on such day) during which an Amortization Event with
respect to the Series 2021-A Notes has occurred and is continuing divided by (b) the actual number of days in the related Series 2021-A
Interest Period during which an Amortization Event with respect to the Series 2021-A Notes has occurred and is continuing, and (z) the
result of (a) the actual number of days in the related Series 2021-A Interest Period during which an Amortization Event with respect to
the Series 2021-A Notes has occurred and is continuing divided by (b) 360 plus (ii) all previously due and unpaid amounts described in
clause (i) with respect to prior Series 2021-A Interest Periods (together with interest on such unpaid amounts required to be paid in
this clause (ii) at the rate specified in clause (i)).


 






    Schedule I-13


     


    

 


“Class A Monthly
Interest Amount” means, with respect to any Payment Date, an amount equal to the sum of: (i) the Class A Daily Interest Amount
for each day in the Series 2021-A Interest Period ending on the Determination Date related to such Payment Date; plus (ii) all previously
due and unpaid amounts described in clause (i) with respect to prior Series 2021-A Interest Periods (together with interest on such unpaid
amounts required to be paid in this clause (ii) at the Class A Note Rate); plus (iii) the Class A Undrawn Fee with respect to each
Class A Investor Group for such Payment Date; plus (iv) the applicable Class A Program Fee with respect to each Class A Investor Group
for such Payment Date; plus (v) the Class A CP True-Up Payment Amounts, if any, owing to each Class A Noteholder on such Payment Date.


 


“Class A MTM/DT Advance
Rate Adjustment” means, as of any date of determination,


 


(a)            with
respect to the Series 2021-A Eligible Investment Grade Non-Program Vehicle Amount, a percentage equal to the product of (i) the Series
2021-A Failure Percentage as of such date and (ii) the Class A Concentration Adjusted Advance Rate with respect to the Series 2021-A
Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such date;


 


(b)            with respect to the Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount, a percentage equal to the product of
(i) the Series 2021-A Failure Percentage as of such date and (ii) the Class A Concentration Adjusted Advance Rate with respect to the
Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount, in each case as of such date; and


 


(c)            with
respect to any other Series 2021-A AAA Component, zero.


 


“Class A Non-Consenting
Purchaser” has the meaning specified in Section 9.2(a)(i)(E) (Replacement of Class A Investor Group).


 


“Class A Non-Defaulting
Committed Note Purchaser” has the meaning specified in Section 2.2(a)(vii) (Class A Funding Defaults).


 


“Class A Non-Delayed
Amount” means, with respect to any Class A Delayed Funding Purchaser and a Class A Advance for which the Class A Delayed Funding
Purchaser delivered a Class A Delayed Funding Notice, an amount equal to the excess of such Class A Delayed Funding Purchaser’s
ratable portion of such Class A Advance over its Class A Delayed Amount in respect of such Class A Advance.


 


“Class A Note Rate”
means, for any Series 2021-A Interest Period, the weighted average of the sum of (a) the weighted average (by outstanding principal balance)
of the Class A CP Rates applicable to the Class A CP Tranche (provided that if weighted average of such Class A CP Rates is less than
0.00%, such rate will be deemed to be 0.00%), (b) the Eurodollar Rate (Reserve Adjusted) applicable to the Class A Eurodollar Tranche;
(provided that if the Eurodollar Rate is less than 0.00%, such rate will be deemed to be 0.00%) and (c) the Base Rate applicable to the
Class A Base Rate Tranche plus 0.50%; provided, however, that the Class A Note Rate will in no event be higher than the maximum rate permitted
by applicable law.


 






    Schedule I-14


     


    

 


“Class A Note Repurchase
Amount” has the meaning specified in Section 11.1 (Optional Repurchase of the Series 2021-A Notes).


 


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


 


“Class A Notes”
means any one of the Series 2021-A Variable Funding Rental Car Asset Backed Notes, Class A, executed by HVF III and authenticated by or
on behalf of the Trustee, substantially in the form of Exhibit A-1 hereto.


 


“Class A Participants”
has the meaning specified in Section 9.3(a)(iv) (Class A Assignments).


 


“Class A Permitted
Delayed Amount” is defined in Section 2.2(a)(v)(A) (Funding Class A Advances).


 


“Class A Permitted
Required Non-Delayed Percentage” means, 10% or 25%.


 


“Class A Potential
Terminated Purchaser” has the meaning specified in Section 9.2(a)(i) (Replacement of Class A Investor Group).


 


“Class A Principal
Amount” means, when used with respect to any date, an amount equal to the sum of the Class A Investor Group Principal Amount
as of such date with respect to each Class A Investor Group as of such date; provided that, during the Series 2021-A Revolving
Period, for purposes of determining the “Required Series Noteholders” under the Base Indenture, the “Majority Indenture
Investors” under the Base Indenture or whether or not the Series 2021-A Required Noteholders have given any consent, waiver, direction
or instruction, the Class A Principal Amount held by each Class A Noteholder shall be deemed to include, without double counting, such
Class A Noteholder’s undrawn portion of the “Class A Maximum Investor Group Principal Amount” (i.e., the unutilized
purchase commitments with respect to the Class A Notes under this Series 2021-A Supplement) for such Class A Noteholder’s Class
A Investor Group.


 


“Class A Program
Fee” means, with respect to each Payment Date and each Class A Investor Group, an amount equal to the sum with respect to each
day in the related Series 2021-A Interest Period of the product of:


 


(a)            the Class A Program Fee Rate for such Class A Investor Group (or, if applicable, Class A Program Fee Rate for the related Class
A Conduit Investor and Class A Committed Note Purchaser in such Class A Investor Group, respectively, if each of such Class A Conduit
Investor and Class A Committed Note Purchaser is funding a portion of such Class A Investor Group’s Class A Investor Group Principal
Amount) for such day, and


 






    Schedule I-15


     


    

 


(b)           the
Class A Investor Group Principal Amount for such Class A Investor Group (or, if applicable, the portion of the Class A Investor Group
Principal Amount for the related Class A Conduit Investor and Class A Committed Note Purchaser in such Class A Investor Group, respectively,
if each of such Class A Conduit Investor and Class A Committed Note Purchaser is funding a portion of such Class A Investor Group’s
Class A Investor Group Principal Amount) for such day (after giving effect to all Class A Advances and Class A Decreases on such day),
and


 


(c)            1/360.


 


“Class A Program
Fee Letter” means, with respect to each Class A Conduit Investor or Class A Committed Note Purchaser that certain fee letter,
dated as of the Series 2021-A Closing Date, by and among each Class A Conduit Investor or Class A Committed Note Purchaser, in each case,
party thereto, and HVF III setting forth the definition of Class A Program Fee Rate and the definition of Class A Undrawn Fee Rate with
respect to such Class A Class A Conduit Investor or Class A Committed Note Purchaser.


 


“Class A Program
Fee Rate” has the meaning specified in the applicable Class A Program Fee Letter.


 


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


 


“Class A Program
Support Provider” means any financial institutions and any other or additional Person now or hereafter extending credit or having
a commitment to extend credit to or for the account of, and/or agreeing to make purchases from, a Class A Committed Note Purchaser or
a Class A Conduit Investor in respect of such Class A Committed Note Purchaser’s or Class A Conduit Investor’s Class A Commercial
Paper and/or Class A Note, and/or agreeing to issue a letter of credit or insurance policy or other instrument to support any obligations
arising under or in connection with such Class A Conduit Investor’s securitization program as it relates to any Class A Commercial
Paper issued by such Class A Conduit Investor, in each case pursuant to a Class A Program Support Agreement and any guarantor of any such
person; provided that, no Disqualified Party shall be a “Class A Program Support Provider” without the prior written
consent of an Authorized Officer of HVF III, which consent may be withheld for any reason in HVF III’s sole and absolute discretion.


 


“Class A Replacement
Purchaser” has the meaning specified in Section 9.2(a)(i) (Replacement of Class A Investor Group).


 






    Schedule I-16


     


    

 



 


“Class A Required
Non-Delayed Amount” means, with respect to a Class A Delayed Funding Purchaser and a proposed Class A Advance, the excess, if
any, of (a) the Class A Required Non-Delayed Percentage of such Class A Delayed Funding Purchaser’s Class A Maximum Investor Group
Principal Amount as of the date of such proposed Class A Advance over (b) with respect to each previously Class A Designated Delayed Advance
of such Class A Delayed Funding Purchaser with respect to which the related Class A Advance occurred during the 35 days preceding the
date of such proposed Class A Advance, if any, the sum of, with respect to each such previously Class A Designated Delayed Advance for
which the related Class A Delayed Funding Date will not have occurred on or prior to the date of such proposed Class A Advance, the Class
A Non-Delayed Amount with respect to each such previously Class A Designated Delayed Advance.


 


“Class A Required
Non-Delayed Percentage” means, as of the Series 2021-A Closing Date, 10%, and as of any date thereafter, the Class A Permitted
Required Non-Delayed Percentage most recently specified in a written notice delivered by HVF III to the Program Agent, each Class A Funding
Agent, each Class A Committed Note Purchaser and each Class A Conduit Investor at least 35 days prior to the effective date specified
therein.


 


“Class A Second Delayed
Funding Notice” is defined in Section 2.2(a)(v)(C) (Class A Delayed Funding Procedures).


 


“Class A Second Delayed
Funding Notice Amount” has the meaning specified in Section 2.2(a)(v)(C) (Class A Delayed Funding Procedures).


 


“Class A Second Permitted
Delayed Amount” is defined in Section 2.2(a)(v)(C) (Class A Delayed Funding Procedures).


 


“Class A Terminated
Purchaser” has the meaning specified in Section 9.2(a)(i) (Replacement of Class A Investor Group).


 


“Class A Transferee”
has the meaning specified in Section 9.3(a)(v) (Class A Assignments).


 


“Class A Undrawn
Fee” means:


 


(a)               
with respect to each Payment Date on or prior to the Series 2021-A Commitment Termination Date and each Class A Investor Group,
an amount equal to the sum with respect to each day in the Series 2021-A Interest Period of the product of:


 


(i)                
the Class A Undrawn Fee Rate for such Class A Investor Group for such day, and


 


(ii)              
the excess, if any, of (i) the Class A Maximum Investor Group Principal Amount for the related Class A Investor Group over (ii)
the Class A Investor Group Principal Amount for the related Class A Investor Group (after giving effect to all Class A Advances and Class
A Decreases on such day), in each case for such day, and


 


(iii)             
1/360, and


 


(b)               
with respect to each Payment Date following the Series 2021-A Commitment Termination Date, zero.


 






    Schedule I-17


     


    

 


 


“Class A Undrawn
Fee Rate” has the meaning specified in the Class A Program Fee Letter.


 


“Class A Up-Front
Fee” has the meaning specified in Section 3.2(b) (Up-Front Fees).


 


“Class A Voluntary
Decrease” has the meaning specified in Section 2.3(c)(i) (Procedures for Class A Voluntary Decrease).


 


“Class A Voluntary
Decrease Amount” has the meaning specified in Section 2.3(c)(i) (Procedures for Class A Voluntary Decrease).


 


“Class A/B Adjusted
Principal Amount” means, as of any date of determination, the excess, if any, of (A) the sum of (i) the Class A Principal Amount
as of such date and (ii) the Class B Principal Amount as of such date over (B) the Series 2021-A Principal Collection Account Amount as
of such date.


 


“Class B Action”
has the meaning specified in Section 9.2(b)(i)(E) (Replacement of Class B Investor Group).


 


“Class B Addendum”
means an addendum substantially in the form of Exhibit K-2.


 


“Class B Additional
Investor Group” means, collectively, a Class B Conduit Investor, if any, and the Class B Committed Note Purchaser(s) with respect
to such Class B Conduit Investor or, if there is no Class B Conduit Investor with respect to any Class B Investor Group the Class B Committed
Note Purchaser(s) with respect to such Class B Investor Group, in each case, that becomes party hereto as of any date after the Series
2021-A Closing Date pursuant to Section 2.1 (Initial Purchase; Additional Series 2021-A Notes) in connection with an increase
in the Class B Principal Amount; provided that, for the avoidance of doubt, a Class B Investor Group that is both a Class B Additional
Investor Group and a Class B Acquiring Investor Group shall be deemed to be a Class B Additional Investor Group solely in connection with,
and to the extent of, the commitment of such Class B Investor Group that increases the Class B Principal Amount when such Class B Additional
Investor Group becomes a party hereto and Class B Additional Series 2021-A Notes are issued pursuant to Section 2.1 (Initial
Purchase; Additional Series 2021-A Notes), and references herein to such a Class B Investor Group as a “Class B Additional Investor
Group” shall not include the commitment of such Class B Investor Group as a Class B Acquiring Investor Group (the Class B Investor
Group Principal Amount of any such “Class B Additional Investor Group” shall not include any portion of the Class B Investor
Group Principal Amount of such Class B Investor Group acquired pursuant to an assignment to such Class B Investor Group as a Class B Acquiring
Investor Group, whereas references to the Class B Investor Group Principal Amount of such “Class B Investor Group” shall include
the entire Class B Investor Group Principal Amount of such Class B Investor Group as both a Class B Additional Investor Group and a Class
B Acquiring Investor Group).


 


“Class B Additional
Investor Group Principal Amount” means, with respect to each Class B Additional Investor Group, on the effective date of the
addition of each member of such Class B Additional Investor Group as a party hereto, the amount scheduled to be advanced by such Class
B Additional Investor Group on such effective date.


 


“Class B Additional
Series 2021-A Notes” has the meaning specified in Section 2.1(d)(ii) (Conditions to Issuance of Additional Series
2021-A Notes).


 






    Schedule I-18


     


    

 


“Class B Adjusted
Advance Rate” means, as of any date of determination, with respect to any Series 2021-A AAA Select Component, a percentage equal
to the greater of:


 


(a)               
an amount equal to


 


(i)                
the Class B Baseline Advance Rate with respect to such Series 2021-A AAA Select Component as of such date, minus


 


(ii)              
the Class B Concentration Excess Advance Rate Adjustment as of such date, if any, with respect to such Series 2021-A AAA Select
Component, minus


 


(iii)            
the Class B MTM/DT Advance Rate Adjustment as of such date, if any, with respect to such Series 2021-A AAA Select Component; and


 


(b)               
zero.


 


“Class B Adjusted
Asset Coverage Threshold Amount” means, as of any date of determination, the greater of (a) the Class B Asset Coverage Threshold
Amount and (b) the Class A/B Adjusted Principal Amount, in each case, as of such date.


 


“Class B Advance”
has the meaning specified in the recitals.


 


“Class B Advance
Amount” means, with respect to any Class B Noteholder, the amount specified as such on Schedule IV hereto with respect
to such Class B Noteholder.


 


“Class B Asset Coverage
Threshold Amount” means, as of any date of determination, an amount equal to the Class A/B Adjusted Principal Amount divided
by the Class B Blended Advance Rate, in each case as of such date.


 


“Class B Baseline
Advance Rate” means, with respect to each Series 2021-A AAA Select Component, the percentage set forth opposite such Series
2021-A AAA Select Component in the following table:


 


	Series 2021-A AAA Component	Class B

Baseline

Advance Rate
	Series 2021-A Eligible Investment Grade Program Vehicle Amount	85.00%
	Series 2021-A Eligible Investment Grade Program Receivable Amount	85.00%
	Series 2021-A Eligible Non-Investment Grade Program Vehicle Amount	83.00%
	Series 2021-A Eligible Non-Investment Grade (High) Program Receivable Amount	83.00%
	Series 2021-A Eligible Non-Investment Grade (Low) Program Receivable Amount	0.00%
	Series 2021-A Eligible Investment Grade Non-Program Vehicle Amount	81.00%
	Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount	77.00%
	Series 2021-A Medium-Duty Truck Amount	65.00%
	Cash Amount	100.00%
	Series 2021-A Remainder AAA Amount	0.00%



 






    Schedule I-19


     


    

 

“Class B Blended
Advance Rate” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the
Class B Blended Advance Rate Weighting Numerator and the denominator of which is the Series 2021-A Blended Advance Rate Weighting Denominator,
in each case as of such date..


 


“Class B Blended
Advance Rate Weighting Numerator” means, as of any date of determination, an amount equal to the sum of an amount with respect
to each Series 2021-A AAA Select Component equal to the product of such Series 2021-A AAA Select Component and the Class B Adjusted Advance
Rate with respect to such Series 2021-A AAA Select Component, in each case as of such date.


 


“Class B Commercial
Paper” means the promissory notes of each Class B Noteholder issued by such Class B Noteholder in the commercial paper market
to fund its Class B Notes.


 


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


 


“Class B Committed
Note Purchaser” has the meaning specified in the Preamble.


 


“Class B Concentration
Adjusted Advance Rate” means as of any date of determination,


 


(i)               with
respect to the Series 2021-A Eligible Investment Grade Non-Program Vehicle Amount, the excess, if any, of the Class B Baseline Advance
Rate with respect to such Series 2021-A Eligible Investment Grade Non-Program Vehicle Amount over the Class B Concentration Excess Advance
Rate Adjustment with respect to such Series 2021-A Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such date,
and


 


(ii)              
with respect to the Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount, the excess, if any, of the Class B
Baseline Advance Rate with respect to such Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount over the Class B Concentration
Excess Advance Rate Adjustment with respect to such Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount, in each case
as of such date.


 


“Class B Concentration
Excess Advance Rate Adjustment” means, with respect to any Series 2021-A AAA Select Component as of any date of determination,
the lesser of:


 


(a)               
the percentage equivalent of a fraction, the numerator of which is (I) the product of (A) the portion of the Series 2021-A Concentration
Excess Amount, if any, allocated to such Series 2021-A AAA Select Component by HVF III and (B) the Class B Baseline Advance Rate with
respect to such Series 2021-A AAA Select Component, and the denominator of which is (II) such Series 2021-A AAA Select Component, in each
case as of such date, and


 






    Schedule I-20


     


    

 


(b)               
the Class B Baseline Advance Rate with respect to such Series 2021-A AAA Select Component;


 


provided that,
the portion of the Series 2021-A Concentration Excess Amount allocated pursuant to the preceding clause (a)(I)(A) shall not exceed the
portion of such Series 2021-A AAA Select Component that was included in determining whether such Series 2021-A Concentration Excess Amount
exists.


 


“Class B Conduit
Assignee” means, with respect to any Class B Conduit Investor, any commercial paper conduit, whose commercial paper has ratings
of at least “A-2” from Standard & Poor’s and “P2” from Moody’s, that is administered by the Class
B Funding Agent with respect to such Class B Conduit Investor or any Affiliate of such Class B Funding Agent, in each case, designated
by such Class B Funding Agent to accept a transfer from such Class B Conduit Investor of the Class B Investor Group Principal Amount or
a portion thereof with respect to such Class B Conduit Investor pursuant to Section 9.3(b) (Class B Transfers).


 


“Class B Conduit
Investors” has the meaning specified in the Preamble.


 


“Class B Daily Interest
Amount” means, for any day in a Series 2021-A Interest Period, an amount equal to the result of (a) the product of (i) the Class
B Note Rate for such Series 2021-A Interest Period and (ii) the Class B Principal Amount as of the close of business on such date divided
by (b) 360.


 


“Class B Deficiency
Amount” has the meaning specified in Section 3.1(c)(ii) (Payment of Interest; Funding Agent Failure to Provide Rate).


 


“Class B Funding
Agent” has the meaning specified in the Preamble.


 


“Class B Investor
Group Principal Amount” means, with respect to each Class B Investor Group, the amount set forth and specified as such opposite
the name of the Class B Committed Note Purchaser included in such Class B Investor Group on Schedule IV hereto.


 


“Class B Investor
Group” means, (i) collectively, a Class B Conduit Investor, if any, and the Class B Committed Note Purchaser(s) with respect
to such Class B Conduit Investor or, if there is no Class B Conduit Investor with respect to any Class B Investor Group, the Class B Committed
Note Purchaser(s) with respect to such Class B Investor Group, in each case, party hereto as of the Series 2021-A Closing Date and (ii)
any Class B Additional Investor Group.


 


“Class B Investor
Group Principal Increase” has the meaning specified in Section 2.1(c)(ii) (Class B Investor Group Principal Increase).


 


“Class B Investor
Group Principal Increase Addendum” means an addendum substantially in the form of Exhibit M-2.


 


“Class B Investor
Group Principal Increase Amount” means, with respect to each Class B Investor Group Principal Increase, on the effective date
of any Class B Investor Group Principal Increase with respect to any Class B Investor Group, the amount scheduled to be advanced by such
Class B Investor Group on such effective date.


 






    Schedule I-21


     


    

 


“Class B Investor
Group Principal Amount” means, as of any date of determination with respect to any Class B Investor Group, the result of: (i)
the aggregate amount of Class B Advances made by such Class B Investor Group minus (ii) the amount of principal payments (whether pursuant
to a redemption or otherwise) made to such Class B Investor Group pursuant to this Series 2021-A Supplement on or prior to such date,
plus (iii) the amount of principal payments recovered from such Class B Investor Group by a trustee as a preference payment in a bankruptcy
proceeding of HVF III or otherwise on or prior to such date.


 


“Class B Monthly
Default Interest Amount” means, with respect to any Payment Date , an amount equal to the sum of (i) an amount equal to the
product of (x) 2.0%, (y) the result of (a) the sum of the Class B Principal Amount as of each day during the related Series 2021-A Interest
Period (after giving effect to any increases or decreases to the Class B Principal Amount on such day) during which an Amortization Event
with respect to the Series 2021-A Notes has occurred and is continuing divided by (b) the actual number of days in the related Series
2021-A Interest Period during which an Amortization Event with respect to the Series 2021-A Notes has occurred and is continuing, and
(z) the result of (a) the actual number of days in the related Series 2021-A Interest Period during which an Amortization Event with respect
to the Series 2021-A Notes has occurred and is continuing divided by (b) 360 plus (ii) all previously due and unpaid amounts described
in clause (i) with respect to prior Series 2021-A Interest Periods (together with interest on such unpaid amounts required to be paid
in this clause (ii) at the rate specified in clause (i)).


 


“Class B Monthly
Interest Amount” means, with respect to any Payment Date, an amount equal to the sum of: (i) the Class B Daily Interest Amount
for each day in the Series 2021-A Interest Period ending on the Determination Date related to such Payment Date; plus (ii) all previously
due and unpaid amounts described in clause (i) with respect to prior Series 2021-A Interest Periods (together with interest on such unpaid
amounts required to be paid in this clause (ii) at the Class B Note Rate).


 


“Class B MTM/DT Advance
Rate Adjustment” means, as of any date of determination,


 


(a)               
with respect to the Series 2021-A Eligible Investment Grade Non-Program Vehicle Amount, a percentage equal to the product of (i)
the Series 2021-A Failure Percentage as of such date and (ii) the Class B Concentration Adjusted Advance Rate with respect to the Series
2021-A Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such date;


 


(b)            
with respect to the Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount, a percentage equal to the product of
(i) the Series 2021-A Failure Percentage as of such date and (ii) the Class B Concentration Adjusted Advance Rate with respect to the
Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount, in each case as of such date; and


 


(c)                 
with respect to any other Series 2021-A AAA Component, zero.


 


“Class B Non-Consenting
Purchaser” has the meaning specified in Section 9.2(b)(i)(E) (Replacement of Class B Investor Group).


 


“Class B Note Rate”
means, for any Series 2021-A Interest Period for the Class B Notes, a rate agreed to in writing between HVF III and each Class B Noteholder.


 






    Schedule I-22


     


    

 


“Class B Note Repurchase
Amount” has the meaning specified in Section 11.1 (Optional Repurchase of the Series 2021-A Notes).


 


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


 


“Class B Notes”
means any one of the Series 2021-A Variable Funding Rental Car Asset Backed Notes, Class B, executed by HVF III and authenticated by or
on behalf of the Trustee, substantially in the form of Exhibit A-2 hereto.


 


“Class B Potential
Terminated Purchaser” has the meaning specified in Section 9.2(b)(i) (Replacement of Class B Investor Group).


 


“Class B Principal
Amount” means, when used with respect to any date, an amount equal to the sum of the Class B Investor Group Principal Amount
as of such date with respect to each Class B Investor Group as of such date.


 


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


 


“Class B Program
Support Provider” means any financial institutions and any other or additional Person now or hereafter extending credit or having
a commitment to extend credit to or for the account of, and/or agreeing to make purchases from, a Class B Committed Note Purchaser or
a Class B Conduit Investor in respect of such Class B Committed Note Purchaser’s or Class B Conduit Investor’s Class B Commercial
Paper and/or Class B Note, and/or agreeing to issue a letter of credit or insurance policy or other instrument to support any obligations
arising under or in connection with such Class B Conduit Investor’s securitization program as it relates to any Class B Commercial
Paper issued by such Class B Conduit Investor, in each case pursuant to a Class B Program Support Agreement and any guarantor of any such
person; provided that, no Disqualified Party shall be a “Class B Program Support Provider” without the prior written
consent of an Authorized Officer of HVF III, which consent may be withheld for any reason in HVF III’s sole and absolute discretion.


 


“Class B Replacement
Purchaser” has the meaning specified in Section 9.2(b)(i) (Replacement of Class B Investor Group).


 


“Class B Terminated
Purchaser” has the meaning specified in Section 9.2(b)(i) (Replacement of Class B Investor Group).


 






    Schedule I-23


     


    

 


“Class B Up-Front
Fee” for each Class B Committed Note Purchaser has the meaning specified in the Class B Up-Front Fee Letter, if any, for such
Class B Committed Note Purchaser.


 


“Class B Up-Front
Fee Letter” means, with respect to a Class B Committed Note Purchaser that certain fee letter, dated as of the Series 2021-A
Closing Date, by and among each Class B Committed Note Purchaser and each Class B Funding Agent party thereto, and HVF III setting forth
the definition of Class B Up-Front Fee with respect to such Class B Committed Note Purchaser.


 


“Class RR Acquiring
Committed Note Purchaser” has the meaning specified in Section 9.3(c)(i) (Class RR Assignments).


 


“Class RR Additional
Series 2021-A Notes” has the meaning specified in Section 2.1(d)(iii) (Conditions to Issuance of Additional Series
2021-A Notes).


 


“Class RR Adjusted
Advance Rate” means, as of any date of determination, with respect to any Series 2021-A AAA Select Component, a percentage equal
to the greater of:


 


(a)               
an amount equal to


 


(i)             
the Class RR Baseline Advance Rate with respect to such Series 2021-A AAA Select Component as of such date, minus


 


(ii)             the Class RR Concentration Excess Advance Rate Adjustment as of such date, if any, with respect to such Series 2021-A AAA Select
Component, minus


 


(iii)           
the Class RR MTM/DT Advance Rate Adjustment as of such date, if any, with respect to such Series 2021-A AAA Select Component; and


 


(b)               
zero.


 


“Class RR Asset Coverage
Threshold Amount” means, as of any date of determination, an amount equal to the Series 2021-A Adjusted Principal Amount divided
by the Class RR Blended Advance Rate, in each case as of such date.


 


“Class RR Assignment
and Assumption Agreement” has the meaning specified in Section 9.3(c)(i) (Class RR Assignments).


 


“Class RR Adjusted
Principal Amount” means, as of any date of determination, the excess, if any, of (A) the Class RR Principal Amount as of such
date over (B) the Series 2021-A Principal Collection Account Amount as of such date.


 






    Schedule I-24


     


    

 


“Class RR Baseline
Advance Rate” means, with respect to each Series 2021-A AAA Select Component, the percentage set forth opposite such Series
2021-A AAA Select Component in the following table:


 


	Series 2021-A AAA Component	Class RR

Baseline

Advance Rate
	Series 2021-A Eligible Investment Grade Program Vehicle Amount	92.00%
	Series 2021-A Eligible Investment Grade Program Receivable Amount	92.00%
	Series 2021-A Eligible Non-Investment Grade Program Vehicle Amount	90.00%
	Series 2021-A Eligible Non-Investment Grade (High) Program Receivable Amount	90.00%
	Series 2021-A Eligible Non-Investment Grade (Low) Program Receivable Amount	0.00%
	Series 2021-A Eligible Investment Grade Non-Program Vehicle Amount	90.00%
	Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount	90.00%
	Cash Amount	100.00%
	Series 2021-A Remainder AAA Amount	0.00%



 

“Class RR Blended
Advance Rate” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the
Class RR Blended Advance Rate Weighting Numerator and the denominator of which is the Series 2021-A Blended Advance Rate Weighting Denominator,
in each case as of such date.


 


“Class RR Blended
Advance Rate Weighting Numerator” means, as of any date of determination, an amount equal to the sum of an amount with respect
to each Series 2021-A AAA Select Component equal to the product of such Series 2021-A AAA Select Component and the Class RR Adjusted Advance
Rate with respect to such Series 2021-A AAA Select Component, in each case as of such date.


 


“Class RR Commitment”
means, the obligation of the Class RR Committed Note Purchaser to fund the Class RR Advance in an aggregate stated amount up to the Class
RR Principal Amount.


 


“Class RR Committed
Note Purchaser” has the meaning specified in the Preamble.


 


“Class RR Concentration
Adjusted Advance Rate” means as of any date of determination,


 


(i)                with respect to the Series 2021-A Eligible Investment Grade Non-Program Vehicle Amount, the excess, if any, of the Class RR Baseline
Advance Rate with respect to such Series 2021-A Eligible Investment Grade Non-Program Vehicle Amount over the Class RR Concentration Excess
Advance Rate Adjustment with respect to such Series 2021-A Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such
date, and


 


(ii)              
with respect to the Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount, the excess, if any, of the Class RR
Baseline Advance Rate with respect to such Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount over the Class RR Concentration
Excess Advance Rate Adjustment with respect to such Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount, in each case
as of such date.


 






    Schedule I-25


     


    

 


“Class RR Concentration
Excess Advance Rate Adjustment” means, with respect to any Series 2021-A AAA Select Component as of any date of determination,
the lesser of:


 


(a)            the
percentage equivalent of a fraction, the numerator of which is (I) the product of (A) the portion of the Series 2021-A Concentration
Excess Amount, if any, allocated to such Series 2021-A AAA Select Component by HVF III and (B) the Class RR Baseline Advance Rate with
respect to such Series 2021-A AAA Select Component, and the denominator of which is (II) such Series 2021-A AAA Select Component, in
each case as of such date, and


 


(b)               
the Class RR Baseline Advance Rate with respect to such Series 2021-A AAA Select Component;


 


provided that,
the portion of the Series 2021-A Concentration Excess Amount allocated pursuant to the preceding clause (a)(I)(A) shall not exceed the
portion of such Series 2021-A AAA Select Component that was included in determining whether such Series 2021-A Concentration Excess Amount
exists.


 


“Class RR Daily Interest
Amount” means, for any day in a Series 2021-A Interest Period, an amount equal to the result of (a) the product of (i) the Class
RR Note Rate for such Series 2021-A Interest Period and (ii) the Class RR Principal Amount as of the close of business on such date divided
by (b) 360.


 


“Class RR Deficiency
Amount” has the meaning specified in Section 3.1(c)(ii) (Payment of Interest; Funding Agent Failure to Provide Rate).


 


“Class RR Advance
Amount” means, with respect to the Class RR Noteholder, the amount specified as such on Schedule VII hereto with respect
to the Class RR Noteholder.


 


“Class RR Advance”
has the meaning specified in the recitals.


 


“Class RR Initial
Principal Amount” means, with respect to the Class RR Committed Note Purchaser, the amount set forth and specified as such opposite
the name of the Class RR Committed Note Purchaser on Schedule VII hereto.


 


“Class RR Principal
Amount” means $125.0 million; provided that such amount may be (i) reduced at any time and from time to time by HVF III
upon notice to each Series 2021-A Noteholder, the Program Agent, each Conduit Investor and each Committed Note Purchaser in accordance
with the terms of this Series 2021-A Supplement, or (ii) increased at any time and from time to time upon the effective date for any Class
RR Principal Increase.


 


“Class RR Principal
Increase” has the meaning specified in Section 2.1(c)(iii) (Class RR Principal Increase).


 






    Schedule I-26


     


    

 


“Class RR Principal
Increase Addendum” means an addendum substantially in the form of Exhibit M-3.


 


“Class RR Principal
Increase Amount” means, with respect to each Class RR Principal Increase, on the effective date of any Class RR Principal Increase,
the amount scheduled to be advanced by the Class RR Committed Note Purchaser on such effective date.


 


“Class RR Monthly
Default Interest Amount” means, with respect to any Payment Date, an amount equal to the sum of (i) an amount equal to the product
of (x) 2.0%, (y) the result of (a) the sum of the Class RR Principal Amount as of each day during the related Series 2021-A Interest Period
(after giving effect to any increases or decreases to the Class RR Principal Amount on such day) during which an Amortization Event with
respect to the Series 2021-A Notes has occurred and is continuing divided by (b) the actual number of days in the related Series 2021-A
Interest Period during which an Amortization Event with respect to the Series 2021-A Notes has occurred and is continuing, and (z) the
result of (a) the actual number of days in the related Series 2021-A Interest Period during which an Amortization Event with respect to
the Series 2021-A Notes has occurred and is continuing divided by (b) 360 plus (ii) all previously due and unpaid amounts described in
clause (i) with respect to prior Series 2021-A Interest Periods (together with interest on such unpaid amounts required to be paid in
this clause (ii) at the rate specified in clause (i)).


 


“Class RR Monthly
Interest Amount” means, with respect to any Payment Date, an amount equal to the sum of: (i) the Class RR Daily Interest Amount
for each day in the Series 2021-A Interest Period ending on the Determination Date related to such Payment Date; plus (ii) all previously
due and unpaid amounts described in clause (i) with respect to prior Series 2021-A Interest Periods (together with interest on such unpaid
amounts required to be paid in this clause (ii) at the Class RR Note Rate); plus (iii) the Class RR Program Fee for such Payment
Date.


 


“Class RR MTM/DT
Advance Rate Adjustment” means, as of any date of determination,


 


(a)              with
respect to the Series 2021-A Eligible Investment Grade Non-Program Vehicle Amount, a percentage equal to the product of (i) the Series
2021-A Failure Percentage as of such date and (ii) the Class RR Concentration Adjusted Advance Rate with respect to the Series 2021-A
Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such date;


 


(b)              with
respect to the Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount, a percentage equal to the product of (i) the Series
2021-A Failure Percentage as of such date and (ii) the Class RR Concentration Adjusted Advance Rate with respect to the Series 2021-A
Eligible Non-Investment Grade Non-Program Vehicle Amount, in each case as of such date; and


 


(c)               
with respect to any other Series 2021-A AAA Component, zero.


 


“Class RR Note Rate”
means, for any Series 2021-A Interest Period, the Class A Note Rate with respect to such Series 2021-A Interest Period.


 


“Class RR Noteholder”
means the Person in whose name the Class RR Note is registered in the Note Register.


 






    Schedule I-27


     


    

 


“Class RR Notes”
means any one of the Series 2021-A Variable Funding Rental Car Asset Backed Notes, Class RR, executed by HVF III and authenticated by
or on behalf of the Trustee, substantially in the form of Exhibit A-3 hereto.


 


“Class RR Principal
Amount” means, as of any date of determination, the result of: (i) the aggregate amount of Class RR Advances made by a Class
RR Noteholder, minus (ii) the amount of principal payments (whether pursuant to a redemption or otherwise) made to the Class RR
Committed Note Purchaser pursuant to this Series 2021-A Supplement on or prior to such date, plus (iii) the amount of principal payments
recovered from the Class RR Committed Note Purchaser by a trustee as a preference payment in a bankruptcy proceeding of HVF III or otherwise
on or prior to such date.


 


“Class RR Program
Fee” means, with respect to each Payment Date, an amount equal to the sum with respect to each day in the related Series 2021-A
Interest Period of the product of:


 


(a)               
the Class RR Program Fee Rate for such day, and


 


(b)               
the Class RR Principal Amount for such day, and


 


(c)               
1/360.


 


“Class RR Program
Fee Letter” means that certain fee letter, dated as of the Series 2021-A Closing Date, by and between the Class RR Committed
Note Purchaser and HVF III setting forth the definition of Class RR Program Fee Rate.


 


“Class RR Program
Fee Rate” has the meaning specified in the Class RR Program Fee Letter.


 


“Class RR Transferee”
has the meaning specified in Section 9.3(c)(ii) (Class RR Assignments).


 


“Collateral Agent”
has the meaning specified in the Collateral Agency Agreement, dated as of the date hereof by and between the Issuer, as grantor, Hertz
General Interest LLC, as grantor, DTG Operations, Inc., as grantor, the Administrator, as grantor and collateral servicer, The Bank of
New York Mellon Trust Company, N.A., as the collateral agent, and the other parties from time to time party thereto.


 


“Committed Note Purchaser”
has the meaning specified in the Preamble.


 


“Conditions Subsequent
to Funding” means the conditions subsequent specified in Schedule VIII.


 


“Conduit Investors”
has the meaning specified in the Preamble.


 


“Confidential Information”
means information that Hertz or any Affiliate thereof (or any successor to any such Person in any capacity) furnishes to a Committed Note
Purchaser, a Conduit Investor, a Funding Agent or the Program Agent, but does not include any such information (i) that is or becomes
generally available to the public other than as a result of a disclosure by a Committed Note Purchaser, a Conduit Investor, a Funding
Agent or the Program Agent or other Person to which a Committed Note Purchaser, a Conduit Investor, a Funding Agent or the Program Agent
delivered such information, (ii) that was in the possession of a Committed Note Purchaser, a Conduit Investor, a Funding Agent or the
Program Agent prior to its being furnished to such Committed Note Purchaser, such Conduit Investor, such Funding Agent or the Program
Agent by Hertz or any Affiliate thereof; provided that, there exists no obligation of any such Person to keep such information
confidential, or (iii) that is or becomes available to a Committed Note Purchaser, a Conduit Investor, a Funding Agent or the Program
Agent from a source other than Hertz or an Affiliate thereof; provided that, such source is not (1) known, or would not reasonably
be expected to be known, to a Committed Note Purchaser, a Conduit Investor, a Funding Agent or the Program Agent to be bound by a confidentiality
agreement with Hertz or any Affiliate thereof, as the case may be, or (2) known, or would not reasonably be expected to be known, to a
Committed Note Purchaser, a Conduit Investor, a Funding Agent or the Program Agent to be otherwise prohibited from transmitting the information
by a contractual, legal or fiduciary obligation.


 






    Schedule I-28


     


    

 


“Corresponding DBRS
Rating” means, for each Equivalent Rating Agency Rating for any Person, the DBRS rating designation corresponding to the row
in which such Equivalent Rating Agency Rating appears in the table set forth below.


 


	Moody’s	S&P	Fitch	DBRS
	 	 	 	 
	Aaa	AAA	AAA	AAA
	Aa1	AA+	AA+	AA(H)
	Aa2	AA	AA	AA
	Aa3	AA-	AA-	AA(L)
	A1	A+	A+	A(H)
	A2	A	A	A
	A3	A-	A-	A(L)
	Baa1	BBB+	BBB+	BBB(H)
	Baa2	BBB	BBB	BBB
	Baa3	BBB-	BBB-	BBB(L)
	Ba1	BB+	BB+	BB(H)
	Ba2	BB	BB	BB
	Ba3	BB-	BB-	BB(L)
	B1	B+	B+	B-High
	B2	B	B	B
	B3	B-	B-	B(L)
	Caa1	CCC+	CCC	CCC(H)
	Caa2	CCC	CC	CCC
	Caa3	CCC-	C	CCC(L)



 

“Covered Liabilities”
has the meaning specified in Section 1.3 (Acknowledgment and Consent to Bail-In of Affected Financial Institutions).


 


“Credit Support Annex”
has the meaning specified in Section 4.4(c) (Collateral Posting for Ineligible Interest Rate Cap Providers).


 


“Daily Simple SOFR”
means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Program Agent in
accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR”
for syndicated business loans; provided that if the Program Agent decides that any such convention is not administratively feasible
for the Program Agent, then the Program Agent may establish another convention in its reasonable discretion.


 






    Schedule I-29


     


    

 


“DBRS Equivalent
Rating” means, with respect to any date and any Person with respect to whom DBRS does not maintain a public Relevant DBRS Rating
as of such date; (a) if such Person has an Equivalent Rating Agency Rating from three of the Equivalent Rating Agencies as of such date,
then the median of the Corresponding DBRS Ratings for such Person as of such date; (b) if such Person has Equivalent Rating Agency Ratings
from only two of the Equivalent Rating Agencies as of such date, then the lower Corresponding DBRS Rating for such Person as of such date;
and (c) if such Person has an Equivalent Rating Agency Rating from only one of the Equivalent Rating Agencies as of such date, then the
Corresponding DBRS Rating for such Person as of such date.


 


“DBRS Trigger Required
Ratings” means, with respect to any entity, rating requirements that are satisfied if such entity has a long-term rating of
at least “BBB” by DBRS (or, if such entity is not rated by DBRS, “Baa2” by Moody’s or “BBB”
by S&P).


 


“Demand Notice”
has the meaning specified in Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note).


 


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


 


“Disposition Proceeds”
means, with respect to each Non-Program Vehicle, the net proceeds from the sale or disposition of such Eligible Vehicle to any Person
(other than any portion of such proceeds payable by the Lessee thereof pursuant to any Lease).


 


“Disqualified Party”
means (i) any Person engaged in the business of renting, leasing, financing or disposing of motor vehicles or equipment operating under
the name “Advantage”, “Alamo”, “Amerco”, “AutoNation”, “Avis”, “Budget”,
 “CarMax”, “Courier Car Rentals”, “Edge Auto Rental”, “Enterprise”, “EuropCar”,
 “Ford”, “Fox”, “Google”, “Lyft”, “Midway Fleet Leasing”, “National”,
 “Payless”, “Red Dog Rental Services”, “Silvercar”, “Triangle”, “Uber”, “Vanguard”,
 “ZipCar”, “Angel Aerial”, “Studio Services”; “Sixt”, “Penske”, “Sunbelt
Rentals”, “United Rentals”, “ARI”, “LeasePlan”, “PHH”, “U-Haul”, “Virgin”
or “Wheels” and (ii) any other Person that HVF III reasonably determines to be a competitor of HVF III or any of its Affiliates,
who has been identified in a written notice delivered to the Program Agent, each Funding Agent, each Committed Note Purchaser and each
Conduit Investor and (iii) any Affiliate of any of the foregoing.


 


“Downgrade Withdrawal
Amount” has the meaning specified in Section 5.7(b) (Series 2021-A Letter of Credit Provider Downgrades).


 


“Early Opt-in Effective
Date” means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in
Election is provided to the Class A Noteholders, so long as the Program Agent has not received, by 5:00 p.m. (New York City time) on the
fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Class A Noteholders, written notice of
objection to such Early Opt-in Election from the Required Controlling Class Series 2021-A Noteholders.


 






    Schedule I-30


     


    

 


“Early Opt-in Election”
means the occurrence of: (1) a notification by the Program Agent to (or the request by HVF III to the Program Agent to notify) each of
the other parties hereto that at least five (5) currently outstanding U.S. dollar-denominated syndicated credit facilities at such time
contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon
SOFR) as a benchmark rate; and (2) the joint election by the Program Agent and the Issuer to trigger a fallback from the Eurodollar Rate
(Reserve Adjusted) and the provision by the Program Agent of written notice of such election to the Series 2021-A Noteholders.


 


“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA
Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a)
of this definition and is subject to the supervision of an EEA Resolution Authority, or (c) any financial institution established in an
EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated
supervision of an EEA Resolution Authority with its parent.


 


“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein and Norway.


 


“EEA Resolution Authority”
means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Election Period”
has the meaning specified in Section 2.6(b) (Requests for Extensions).


 


“Eligible Interest
Rate Cap Provider” means a counterparty to a Series 2021-A Interest Rate Cap that is a bank, other financial institution or
Person that as of any date of determination satisfies the DBRS Trigger Required Ratings (or whose present and future obligations under
its Series 2021-A Interest Rate Cap are guaranteed pursuant to a guarantee (in form and substance satisfying the requirements set forth
in the related Series 2021-A Interest Rate Cap) provided by a guarantor that satisfies the DBRS Trigger Required Ratings); provided
that, as of the date of the acquisition, replacement or extension (whether in connection with an extension of the Series 2021-A Commitment
Termination Date or otherwise) of any Series 2021-A Interest Rate Cap, the applicable counterparty satisfies the Initial Counterparty
Required Ratings (or such counterparty’s present and future obligations under its Series 2021-A Interest Rate Cap are guaranteed
pursuant to a guarantee (in form and substance satisfying the requirements set forth in the related Series 2021-A Interest Rate Cap) provided
by a guarantor that satisfies the Initial Counterparty Required Ratings).


 


“Equivalent Rating
Agency” means each of Fitch, Moody’s and S&P.


 


“Equivalent Rating
Agency Rating” means, with respect to any Equivalent Rating Agency and any Person as of any date of determination, the Relevant
Rating by such Equivalent Rating Agency with respect to such Person as of such date.


 






    Schedule I-31


     


    

 


“EU Risk Retention
Requirements” means the requirements of Article 6 of the EU Securitisation Regulation, together with any guidance published
in relation thereto by the European Banking Authority, including any regulatory and/or implementing technical standards, provided that
any reference to the EU Risk Retention Requirements shall be deemed to include any successor or replacement provisions of Article 6 of
the EU Securitisation Regulation included in any European Union directive or regulation.


 


“EU Securitisation
Regulation” means Regulation (EU) 2017/2402 laying down a general framework for securitisation and creating a specific framework
for simple, transparent and standardized securitisation, as amended, varied or substituted from time to time including any implementing
regulation, technical standards and official guidance related thereto, in each case as amended, varied or substituted from time to time.


 


“EU/UK Investor Due
Diligence Requirements” means the requirements under Article 5 of the Securitisation Regulations imposed on institutional investors
(as defined therein).


 


“EU/UK Risk Retention
Requirements” means the EU Risk Retention Requirements and the UK Risk Retention Requirements.


 


“EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in
effect from time to time.


 


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


 


“Eurodollar Interest
Period” means, with respect to any Eurodollar Advance, (a) initially, the period commencing on and including the date of such
Eurodollar Advance and ending on but excluding the next Payment Date and (b) for each period thereafter, the period commencing on and
including the Payment Date on which the immediately preceding Eurodollar Interest Period ended and ending on but excluding the next Payment
Date; provided, however, that no Eurodollar Interest Period may end subsequent to the Legal Final Payment Date.


 


“Eurodollar Rate”
means, the greater of (i) 0 and (ii) the rate per annum determined by the Program Agent at approximately 11:00 a.m. (London time) on the
date that is one (1) Business Day prior to the beginning of the relevant Eurodollar Interest Period by reference to the Screen Rate for
a period equal to such Eurodollar Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant
to the foregoing provisions of this definition, the “Eurodollar Rate” shall be the interest rate per annum determined by the
Program Agent to be the rate per annum at which deposits in Dollars are offered by the Reference Lender in London to prime banks in the
London interbank market at or about 11:00 a.m. (London time) one (1) Business Day before the first day of such Eurodollar Interest Period
in an amount substantially equal to the amount of the Eurodollar Advances to be outstanding during such Eurodollar Interest Period and
for a period equal to such Eurodollar Interest Period. In respect of any Eurodollar Interest Period that is not thirty (30) days in duration,
the Eurodollar Rate shall be determined through the use of straight-line interpolation by reference to two rates calculated in accordance
with the preceding sentence, one of which shall be determined as if the maturity of the Dollar deposits referred to therein were the period
of time for which rates are available next shorter than the Eurodollar Interest Period and the other of which shall be determined as if
such maturity were the period of time for which rates are available next longer than the Eurodollar Interest Period; provided that,
if a Eurodollar Interest Period is less than or equal to seven days, the Eurodollar Rate shall be determined by reference to a rate calculated
in accordance with the preceding sentence as if the maturity of the Dollar deposits referred to therein were a period of time equal to
seven days. Notwithstanding anything to the contrary in the preceding provisions of this definition or in the Series 2021-A Supplement,
if the Program Agent fails to notify HVF III and the Administrator of the applicable Eurodollar Rate (Reserve Adjusted) by 11:00 a.m.
(New York City time) on the first day of each Eurodollar Interest Period in accordance with Section 3.1(b)(ii) (Notice of Interest
Rates) of the Series 2021-A Supplement, then the Eurodollar Rate with respect to such Eurodollar Interest Period shall be the London
Interbank Offered Rate appearing on the BBA Libor Rates Page at approximately 11:00 a.m. (London time) on the first day of such Eurodollar
Interest Period as the rate for dollar deposits with a one-month maturity.


 






    Schedule I-32


     


    

 


“Eurodollar Rate
(Reserve Adjusted)” means, for any Eurodollar Interest Period, an interest rate per annum (rounded to the nearest 1/10,000th
of 1%) determined pursuant to the following formula:


 


	Eurodollar Rate =

(Reserve Adjusted)	
                 Eurodollar
    Rate                      

    1.00 – Eurodollar Reserve
    Percentage



 


The Eurodollar Rate (Reserve
Adjusted) for any Eurodollar Interest Period for Eurodollar Advances will be determined by the related Program Agent on the basis of the
Eurodollar Reserve Percentage in effect one (1) Business Day before the first day of such Eurodollar Interest Period. Notwithstanding
anything to the contrary in the preceding provisions of this definition or in the Series 2021-A Supplement, if the Program Agent fails
to notify HVF III and the Administrator of the applicable Eurodollar Rate (Reserve Adjusted) by 11:00 a.m. (New York City time) on the
first day of each Eurodollar Interest Period in accordance with Section 3.1(b)(ii) (Notice of Interest Rates) of this Series
2021-A Supplement, then the Eurodollar Rate (Reserve Adjusted) with respect to such Eurodollar Interest Period shall be determined by
HVF III and on the basis of the Eurodollar Reserve Percentage in effect one (1) Business Day before the first day of such Eurodollar Interest
Period.


 


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


 


“Excluded Liability”
means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation,
any liability excluded pursuant to Article 44 of the Directive 2014/59/EU of the European Parliament and of the Council of the European
Union.


 


“Expected Final Payment
Date” means the Series 2021-A Commitment Termination Date.


 


“Extension Length”
has the meaning specified in Section 2.6(b) (Requests for Extensions).


 






    Schedule I-33


     


    

 


“FCA” has
the meaning specified in Section 11.22(a) (Replacing the Eurodollar Rate).


 


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


 


“Floor”
means the benchmark rate floor, if any, provided in this Series 2021-A Supplement initially (as of the execution of this Series 2021-A
Supplement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Eurodollar Rate.


 


“Foreign
Affected Person” has the meaning set forth in Section 3.8 (Taxes).


 


“Funding Agent”
has the meaning specified in the Preamble.


 


“Hertz Senior Facility
Default” means the occurrence of an event that results in all amounts under each of Hertz’s Senior Facilities becoming
immediately due and payable for so long as amounts continue to be due and payable (i.e., not waived or cured).


 


“Hertz Senior Financial
Covenant Breach” means a breach of Section 8.9 of the Credit Agreement, dated as of June 30, 2021, establishing the Senior Facilities;
provided that any waiver or amendment of such financial covenants under Hertz’s Senior Facilities shall apply to the foregoing.
The covenants cross-referenced in the Hertz Senior Financial Covenant Breach are described in Schedule IX for ease of reference.


 


“Holdings”
means Hertz Global Holdings, Inc., and any successor in interest thereto.


 


“HVF Purchase Agreement”
means that certain Purchase and Sale Agreement dated as of June 30,2021, by and among Hertz Vehicles Financing LLC, as transferor, the
Issuer, as transferee and Hertz, as servicer, as the same may be amended, restated, modified or supplemented from time to time in accordance
with its terms.


 


“HVF II Settlement
Orders” means (i) the Order Temporarily Resolving Certain Matters Related to the Master Lease Agreement, Setting a Schedule
for Further Litigation Related Thereto in 2021 and Adjourning Hearing on The Debtors’ Motion for Order Rejecting Certain Unexpired
Vehicle Leases Effective Nunc Pro Tunc to June 11, 2020 Pursuant to Sections 105 and 365(a) of the Bankruptcy Code Sine Die, entered on
July 24, 2020 Docket No. 805 and (ii) the Second Order Resolving Certain Matters Related to the HVF II Master Lease Agreement, entered
on January 20, 2021 Docket No. 2489, in each case, of the United States Bankruptcy Court for the District of Delaware in the Chapter 11
Case No 20-11218 (MFW) In re The Hertz Corporation, et al.


 


“HVIF Purchase Agreement”
means that certain Purchase and Sale Agreement dated as of June 30,2021, by and among Hertz Vehicles Interim Financing LLC, as transferor,
the Issuer, as transferee and Hertz, as servicer, as the same may be amended, restated, modified or supplemented from time to time in
accordance with its terms.


 






    Schedule I-34


     


    

 


“IBA” has
the meaning specified in Section 11.22(a) (Replacing the Eurodollar Rate).


 


“Indemnified Liabilities”
has the meaning specified in Section 11.4(b) (Payment of Costs and Expenses; Indemnification).


 


“Indemnified Parties”
has the meaning specified in Section 11.4(b) (Payment of Costs and Expenses; Indemnification).


 


“Initial Counterparty
Required Ratings” means, with respect to any entity, rating requirements that are satisfied if such entity has a long-term rating
of at least “A” by DBRS (or, if such entity is not rated by DBRS, “A2” by Moody’s or “A” by
S&P).


 


“Interest Rate Cap
Provider” means HVF III’s counterparty under any Series 2021-A Interest Rate Cap.


 


“Investor Group”
means any Class A Investor Group, Class B Investor Group and Class RR Committed Note Purchaser, individually or collectively, as the context
may require.


 


“JPMorgan”
has the meaning specified in Section 3.12 (JPMorgan as Lender).


 


“Lease Payment Deficit
Notice” has the meaning specified in Section 5.9(b) (Certain Instructions to the Trustee).


 


“Legal Final Payment
Date” means July 1, 2024.


 


“London Interbank
Offered Rate” means the London interbank offered rate administered by the British Bankers Association or NYSE (or any other
person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of
the Reuters screen (or any replacement Reuters page which displays that rate).


 


“Management Investors”
means the collective reference to the officers, directors, employees and other members of the management of any Parent, Hertz or any of
their respective Subsidiaries, or family members or relatives thereof, or trusts, partnerships or limited liability companies for the
benefit of any of the foregoing, or any of their heirs, executors, successors and legal representatives, who at any particular date shall
beneficially own or have the right to acquire, directly or indirectly, Capital Stock of Hertz or any Parent.


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) of Hertz
and its Subsidiaries taken as a whole or (b) the validity or enforceability as to any of HVF, HVF III, the Nominee or HGI of any Series
2021-A Related Documents or the rights or remedies of the Program Agent, the Collateral Agent, the Trustee or the Series 2021-A Noteholders
under the Series 2021-A Related Documents or with respect to the Series 2021-A Collateral, in each case taken as a whole.


 






    Schedule I-35


     


    

 


“Monthly Blackbook
Mark” means, with respect to any Non-Program Vehicle, as of any date Blackbook obtains market values that it intends to return
to HVF III (or the Administrator on HVF III’s behalf), the market value of such Non-Program Vehicle for the model class and model
year of such Non-Program Vehicle based on the average equipment and the average mileage of each Non-Program Vehicle of such model class
and model year, as quoted in the Blackbook Guide most recently available as of such date.


 


“Monthly NADA Mark”
means, with respect to any Non-Program Vehicle, as of any date NADA obtains market values that it intends to return to HVF III (or the
Administrator on HVF III’s behalf), the market value of such Non-Program Vehicle for the model class and model year of such Non-Program
Vehicle based on the average equipment and the average mileage of each Non-Program Vehicle of such model class and model year, as quoted
in the NADA Guide most recently available as of such date.


 


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


 


“Non-Extending Purchaser”
has the meaning specified in Section 2.6(c) (Procedures for Extension Consents).


 


“Noteholder Statement
AUP” has the meaning specified in Section 6.2(f) (Noteholder Statement AUP).


 


“Official Body”
has the meaning specified in the definition of “Change in Law”.


 


“Outstanding”
means with respect to the Series 2021-A Notes, all Series 2021-A Notes theretofore authenticated and delivered under the Base Indenture,
except (a) Series 2021-A Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2021-A Notes that have
not been presented for payment but funds for the payment of which are on deposit in the Series 2021-A Distribution Account and are available
for payment in full of such Series 2021-A Notes, and Series 2021-A Notes that are considered paid pursuant to Section 8.1 of the Base
Indenture, and (c) Series 2021-A Notes in exchange for or in lieu of other Series 2021-A Notes that have been authenticated and delivered
pursuant to the Base Indenture unless proof satisfactory to the Trustee is presented that any such Series 2021-A Notes are held by a purchaser
for value.


 


“Parent”
means any of Holdings, and any Other Parent, and any other Person that is a Subsidiary of Holdings or any Other Parent and of which Hertz
is a Subsidiary. As used herein, “Other Parent” means a Person of which Hertz becomes a Subsidiary after the Series 2021-A
Closing Date and that is designated by Hertz as an “Other Parent”; provided that, either (x) immediately after Hertz
first becomes a Subsidiary of such Person, more than 50% of the Voting Stock of such Person shall be held by one or more Persons that
held more than 50% of the Voting Stock of Hertz or a Parent of Hertz immediately prior to Hertz first becoming such Subsidiary or (y)
such Person shall be deemed not to be an Other Parent for the purpose of determining whether a Change of Control shall have occurred by
reason of Hertz first becoming a Subsidiary of such Person.


 


“Past Due Rent Payment”
means, with respect to any Series 2021-A Lease Payment Deficit and any Lessee, any payment of Rent or other amounts payable by such Lessee
under any Lease with respect to which such Series 2021-A Lease Payment Deficit applied, which payment occurred on or prior to the fifth
Business Day after the occurrence of such Series 2021-A Lease Payment Deficit and which payment is in satisfaction (in whole or in part)
of such Series 2021-A Lease Payment Deficit.


 






    Schedule I-36


     


    

 


“Past Due Rental
Payments Priorities” means the priorities of payments set forth in Section 5.6 (Past Due Rental Payments).


 


“Patriot Act”
has the meaning specified in Section 11.21 (USA Patriot Act Notice).


 


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


 


“Permitted Holders”
means any of the following: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) whose
status as a “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) constitutes or results in a Change
of Control that has been consented to by Series 2021-A Noteholders holding more than 662⁄3% of the Series 2021-A Principal Amount,
and any Affiliate thereof, (ii) the Management Investors, (iii) any “group” (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) of which any of the Persons specified in clause (i) or (ii) above is a member (provided that (without giving
effect to the existence of such “group” or any other “group”) one or more of such Persons collectively have beneficial
ownership, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of Hertz or any Parent held by such
 “group”), and any other Person that is a member of such “group” and (iv) any Person acting in the capacity of
an underwriter in connection with a public or private offering of Capital Stock of any Parent or Hertz.


 


“Permitted Investments”
means negotiable instruments or securities, payable in Dollars, represented by instruments in bearer or registered or in book-entry form
which evidence:


 


(i)                obligations
the full and timely payment of which are to be made by or is fully guaranteed by the United States of America other than financial contracts
whose value depends on the values or indices of asset values;


 


(ii)              
demand deposits of, time deposits in, or certificates of deposit issued by, any depositary institution or trust company incorporated
under the laws of the United States of America or any state thereof whose short-term debt is rated “P-1” by Moody’s
and “A-1+” by S&P and subject to supervision and examination by Federal or state banking or depositary institution authorities;
provided, however, that at the earlier of (x) the time of the investment and (y) the time of the contractual commitment
to invest therein, the certificates of deposit or short-term deposits, if any, or long-term unsecured debt obligations (other than such
obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depositary
institution or trust company shall have a credit rating from S&P of “A-1+” and a credit rating from Moody’s of “P-1”
in the case of certificates of deposit or short-term deposits, or a rating from S&P not lower than “AA” and a rating from
Moody’s not lower than “Aa2” in the case of long-term unsecured obligations;


 






    Schedule I-37


     


    

 



 


(iii)        
commercial paper having, at the earlier of (x) the time of the investment and (y) the time of the contractual commitment to invest
therein, a rating from S&P of “A-1+” and a rating from Moody’s of “P-1”;


 


(iv)          
bankers’ acceptances issued by any depositary institution or trust company described in clause (ii) above;


 


(v)          
investments in money market funds rated “AAAm” by S&P and “Aaa-mf” by Moody’s, or otherwise approved
in writing by S&P or Moody’s, as applicable;


 


(vi)          
Eurodollar time deposits having a credit rating from S&P of “A-1+” and a credit rating from Moody’s of “P-1”;
and


 


(vii)       
repurchase agreements involving any of the Permitted Investments described in clauses (i) and (vi) above and the certificates of
deposit described in clause (ii) above which are entered into with a depository institution or trust company, having a commercial
paper or short-term certificate of deposit rating of “A-1+” by S&P and “P-1” by Moody’s.


 


“Preference Amount”
means any amount previously paid by Hertz pursuant to the Series 2021-A Demand Note and distributed to the Series 2021-A Noteholders in
respect of amounts owing under the Series 2021-A Notes that is recoverable or that has been recovered (and not subsequently repaid) as
a voidable preference by the trustee in a bankruptcy proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final nonappealable
order of a court having competent jurisdiction.


 


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


 


“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
over (b) the Series 2021-A Asset Amount on such date.


 


“Program Agent”
has the meaning specified in the Preamble.


 


“Program Agent Fee”
has the meaning specified in the Program Agent Fee Letter.


 


“Program Agent Fee
Letter” means that certain fee letter, dated as of the Series 2021-A Closing Date, between the Program Agent and HVF III setting
forth the definition of Program Agent Fee.


 


“Program Agent Indemnified
Liabilities” has the meaning specified in Section 11.4(c) (Indemnification of the Program Agent and each Funding Agent).


 


“Program Agent Indemnified
Parties” has the meaning specified in Section 11.4(c) (Indemnification of the Program Agent and each Funding Agent).


 






    Schedule I-38


     


    

 


“Pro Rata Share”
means, with respect to each Series 2021-A Letter of Credit issued by any Series 2021-A Letter of Credit Provider, as of any date, the
fraction (expressed as a percentage) obtained by dividing (A) the available amount under such Series 2021-A Letter of Credit as of such
date by (B) an amount equal to the aggregate available amount under all Series 2021-A Letters of Credit as of such date; provided,
that solely for purposes of calculating the Pro Rata Share with respect to any Series 2021-A Letter of Credit Provider as of any date,
if the related Series 2021-A Letter of Credit Provider has not complied with its obligation to pay the Trustee the amount of any draw
under such Series 2021-A Letter of Credit made prior to such date, the available amount under such Series 2021-A 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 Series 2021-A Letter of Credit Provider has paid such amount
to the Trustee and been reimbursed by Hertz for such amount (provided that the foregoing calculation shall not in any manner reduce
a Series 2021-A Letter of Credit Provider’s actual liability in respect of any failure to pay any demand under any of its Series
2021-A Letters of Credit).


 


“Program Support
Provider” means (a) with respect to any Class A Committed Note Purchaser or its related Class A Conduit Investor, its related
Class A Program Support Provider and (b) with respect to any Class B Committed Note Purchaser or its related Class B Conduit Investor,
its related Class B Program Support Provider.


 


“Rating Agencies”
means any nationally recognized statistical ratings organization rating the Series 2021-A Notes at the request of HVF III.


 


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


 


“Related Month”
means, with respect to any date of determination, the most recently ended calendar month as of such date.


 


“Relevant DBRS Rating”
means, with respect to any Person as of any date of determination: (a) if such Person has both a long term issuer rating by DBRS and a
senior unsecured rating by DBRS as of such date, then the higher of such two ratings as of such date and (b) if such Person has only one
of a long term issuer rating by DBRS and a senior unsecured rating by DBRS as of such date, then such rating of such Person as of such
date; provided that, if such Person does not have any of such ratings as of such date, then there shall be no Relevant DBRS Rating
with respect to such Person as of such date.


 


“Relevant Fitch Rating”
means, with respect to any Person, (a) if such Person has both a senior unsecured rating by Fitch and a long term issuer default rating
by Fitch as of such date, then the higher of such two ratings as of such date, (b) if such Person has only one of a senior unsecured rating
by Fitch and a long term issuer default rating by Fitch as of such date, then such rating of such Person as of such date; provided
that, if such Person does not have any of such ratings as of such date, then there shall be no Relevant Fitch Rating with respect
to such Person as of such date.


 


“Relevant Governmental
Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor
thereto.


 






    Schedule I-39


     


    

 


“Relevant Moody’s
Rating” means, with respect to any Person as of any date of determination, the highest of: (a) if such Person has a long term
rating by Moody’s as of such date, then such rating as of such date, (b) if such Person has a senior unsecured rating by Moody’s
as of such date, then such rating as of such date and (c) if such Person has a long term corporate family rating by Moody’s as of
such date, then such rating as of such date; provided that, if such Person does not have any of such ratings as of such date, then
there shall be no Relevant Moody’s Rating with respect to such Person as of such date.


 


“Relevant Rating”
means, with respect to any Equivalent Rating Agency and any Person as of any date of determination, (a) with respect to Moody’s,
the Relevant Moody’s Rating with respect to such Person as of such date, (b) with respect to Fitch, the Relevant Fitch Rating with
respect to such Person as of such date and (c) with respect to S&P, the Relevant S&P Rating with respect to such Person as of
such date.


 


“Relevant S&P
Rating” means, with respect to any Person as of any date of determination, the long term local issuer rating by S&P of such
Person as of such date; provided that, if such Person does not have a long term local issuer rating by S&P as of such date,
then there shall be no Relevant S&P Rating with respect to such Person as of such date.


 


“Reportable Event”
has the meaning specified in Title IV of ERISA.


 


“Required Controlling
Class Series 2021-A Noteholders” means, as of any date of determination, (i) for so long as the Class A Notes are Outstanding,
Class A Noteholders holding more than 50% of the Class A Principal Amount, (ii) if no Class A Notes are Outstanding as of such date of
determination, then Class B Noteholders holding more than 50% of the Class B Principal Amount and (iii) if no Class A Notes or Class B
Notes are Outstanding as of such date of determination, then the Class RR Noteholder.


 


“Required Supermajority
Controlling Class Series 2021-A Noteholders” means, as of any date of determination, (i) for so long as the Class A Notes are
Outstanding, Class A Noteholders holding more than 662⁄3% of the Class A Principal Amount, (ii) if no Class A Notes are Outstanding
as of such date of determination, then Class B Noteholders holding more than 662⁄3% of the Class B Principal Amount and (iii) if
no Class A Notes or Class B Notes are Outstanding, then the Class RR Noteholder.


 


“Required Unanimous
Controlling Class Series 2021-A Noteholders” means (i) for so long as the Class A Notes are Outstanding, Class A Noteholders
holding 100% of the Class A Principal Amount, (ii) if no Class A Notes are Outstanding, then Class B Noteholders holding 100% of the Class
B Principal Amount and (iii) if no Class A Notes or Class B Notes are Outstanding, then the Class RR Noteholder.


 


“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Rule 17g-5”
means Rule 17g-5 under the Securities Exchange Act of 1934, as amended,
as such rule may be amended from time to time, and subject to the interpretations provided by the Securities and Exchange Commission or
its staff from time to time.


 


“Screen Rate”
means, in relation to LIBOR, the London interbank offered rate administered by the British Bankers Association or NYSE (or any other person
which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Reuters
screen (or any replacement Reuters page which displays that rate).


 






    Schedule I-40


     


    

 


“Securitisation Regulations”
means the EU Securitisation Regulation and the UK Securitisation Regulation.


 


“Securities Intermediary”
has the meaning specified in the Preamble.


 


“Senior Facilities”
means one or more of Hertz’s (a) senior secured asset based revolving loan and term loan facility, to be provided under a credit
agreement, to be dated on or about the Series 2021-A Closing Date, among Hertz together with certain of Hertz’s subsidiaries, as
borrower, the several banks and financial institutions from time to time party thereto, as lenders, Barclays Bank PLC, as Program Agent
and collateral agent, and the other financial institutions party thereto from time to time, as may be amended, modified or supplemented
from time to time; and (b) any successor or replacement revolving credit facility or facilities to the senior secured asset based revolving
loan and term loan facility described in clause (a).


 


“Senior Interest
Waterfall Shortfall Amount” means, with respect to any Payment Date, the excess, if any, of (a) the sum of the amounts payable
(without taking into account availability of funds) pursuant to Sections 5.3(a) through (d) (Application of Funds in
the Series 2021-A Interest Collection Account) (excluding any amounts payable pursuant to Section 5.3(d)(v)) on such Payment
Date over (b) the sum of (i) the Series 2021-A Payment Date Available Interest Amount with respect to the Series 2021-A Interest Period
ending on such Payment Date and (ii) the aggregate amount of all deposits into the Series 2021-A Interest Collection Account with proceeds
of the Series 2021-A Reserve Account, each Series 2021-A Demand Note, each Series 2021-A Letter of Credit and each Series 2021-A L/C Cash
Collateral Account, in each case made since the immediately preceding Payment Date; provided that, the amount calculated pursuant
to the preceding clause (b)(ii) shall be calculated on a pro forma basis and prior to giving effect to any withdrawals from the
Series 2021-A Principal Collection Account for deposit into the Series 2021-A Interest Collection Account on such Payment Date.


 


“Series 2021-A AAA
Component” means each of:


 


(i)            
the Series 2021-A Eligible Investment Grade Program Vehicle Amount;


 


(ii)           
the Series 2021-A Eligible Investment Grade Program Receivable Amount;


 


(iii)          
the Series 2021-A Eligible Non-Investment Grade Program Vehicle Amount;


 


(iv)          
the Series 2021-A Eligible Non-Investment Grade (High) Program Receivable Amount;


 


(v)           
the Series 2021-A Eligible Non-Investment Grade (Low) Program Receivable Amount;


 


(vi)          
the Series 2021-A Eligible Investment Grade Non-Program Vehicle Amount;


 


(vii)         
the Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount;


 






    Schedule I-41


     


    

 


(viii)        
Series 2021-A Medium-Duty Truck Amount;


 


(ix)          
the Cash Amount;


 


(x)           
the Due and Unpaid Lease Payment Amount; and


 


(xi)          
the Series 2021-A Remainder AAA Amount.


 


“Series 2021-A AAA
Select Component” means each Series 2021-A AAA Component other than the Due and Unpaid Lease Payment Amount.


 


“Series 2021-A Accounts”
has the meaning specified in Section 4.2(a) (Establishment of Series 2021-A Accounts).


 


“Series 2021-A Accrued
Amounts” means, on any date of determination, the sum of the amounts payable (without taking into account availability of funds)
pursuant to Sections 5.3(a) through (i), (k) and (l) (Application of Funds in the Series 2021-A Interest Collection
Account) that have accrued and remain unpaid as of such date. The Series 2021-A Accrued Amounts shall be the “Accrued Amounts”
with respect to the Series 2021-A Notes.


 


“Series 2021-A Adjusted
Asset Coverage Threshold Amount” means, as of any date of determination, the greater of (a) the excess, if any, of (i) the Series
2021-A Asset Coverage Threshold Amount over (ii) the sum of (A) the Series 2021-A Letter of Credit Amount and (B) the Series 2021-A Available
Reserve Account Amount and (b) the Series 2021-A Adjusted Principal Amount, in each case, as of such date. The Series 2021-A Adjusted
Asset Coverage Threshold Amount shall be the “Asset Coverage Threshold Amount” with respect to the Series 2021-A Notes.


 


“Series 2021-A Adjusted
Liquid Enhancement Amount” means, as of any date of determination, the Series 2021-A Liquid Enhancement Amount, as of such date,
excluding from the calculation thereof the amount available to be drawn under any Series 2021-A Defaulted Letter of Credit, as of such
date.


 


“Series 2021-A Adjusted
Principal Amount” means, as of any date of determination, the excess, if any, of (A) the Series 2021-A Principal Amount as of
such date over (B) the Series 2021-A Principal Collection Account Amount as of such date.


 


“Series 2021-A Administrator
Fee Amount” means, with respect to any Payment Date, an amount equal to the Series 2021-A Percentage of fees payable to the
Administrator pursuant to the Administration Agreement on such Payment Date.


 


“Series 2021-A Amortization
Event” means an Amortization Event with respect to the Series 2021-A Notes.


 


“Series 2021-A Asset
Amount” means, as of any date of determination, the product of (i) the Series 2021-A Floating Allocation Percentage as of such
date and (ii) the Aggregate Asset Amount as of such date.


 






    Schedule I-42


     


    

 


“Series 2021-A Asset
Coverage Threshold Amount” means, as of any date of determination, an amount equal to the greatest of the Class A Asset Coverage
Threshold Amount, the Class B Asset Coverage Threshold Amount and the Class RR Asset Coverage Threshold Amount, in each case, as of such
date.


 


“Series 2021-A Available
L/C Cash Collateral Account Amount” means, as of any date of determination, the amount of cash on deposit in and Permitted Investments
credited to the Series 2021-A L/C Cash Collateral Account as of such date.


 


“Series 2021-A Available
Reserve Account Amount” means, as of any date of determination, the amount of cash on deposit in and Permitted Investments credited
to the Series 2021-A Reserve Account as of such date.


 


“Series 2021-A Blended
Advance Rate Weighting Denominator” means, as of any date of determination, an amount equal to the sum of each Series 2021-A
AAA Select Component, in each case as of such date.


 


“Series 2021-A Capped
Administrator Fee Amount” means, with respect to any Payment Date, an amount equal to the lesser of (i) the Series 2021-A Administrator
Fee Amount with respect to such Payment Date and (ii) $500,000.


 


“Series 2021-A Capped
HVF III Operating Expense Amount” means, with respect to any Payment Date the lesser of (i) the Series 2021-A HVF III Operating
Expense Amount, with respect to such Payment Date and (ii) the excess, if any, of (x) $500,000 over (y) the sum of the Series 2021-A Administrator
Fee Amount and the Series 2021-A Trustee Fee Amount, in each case with respect to such Payment Date.


 


“Series 2021-A Capped
Trustee Fee Amount” means, with respect to any Payment Date, an amount equal to the lesser of (i) the Series 2021-A Trustee
Fee Amount, with respect to such Payment Date and (ii) the excess, if any, of $500,000 over the Series 2021-A Administrator Fee Amount
with respect to such Payment Date.


 


“Series 2021-A Carrying
Charges” means, as of any day, the sum of:


 


(i)          
all fees or other costs, expenses and indemnity amounts, if any, payable by HVF III to:


 


(a)          
the Trustee (other than Series 2021-A Trustee Fee Amounts),


 


(b)          
the Administrator (other than Series 2021-A Administrator Fee Amounts),


 


(c)          
the Program Agent (other than Program Agent Fees),


 


(d)          
the Series 2021-A Noteholders (other than Class A Monthly Interest Amounts, Class A Monthly Default Interest Amounts, Class B Monthly
Interest Amounts, Class B Monthly Default Interest Amounts, Class RR Monthly Interest Amounts or Class RR Monthly Default Interest Amounts),


 


(e)          
the Back-Up Disposition Agent, or


 






    Schedule I-43


     


    

 


(f)          
any other party to a Series 2021-A Related Documents, in each case under and in accordance with such Series 2021-A Related Documents,
plus


 


(ii)        
any other operating expenses of HVF III that have been invoiced as of such date and are then payable by HVF III relating the Series
2021-A Notes (in each case, exclusive of any Carrying Charges).


 


“Series 2021-A Certificate
of Credit Demand” means a certificate substantially in the form of Annex A to a Series 2021-A Letter of Credit.


 


“Series 2021-A Certificate
of Preference Payment Demand” means a certificate substantially in the form of Annex C to a Series 2021-A Letter of Credit.


 


“Series 2021-A Certificate
of Termination Demand” means a certificate substantially in the form of Annex D to a Series 2021-A Letter of Credit.


 


“Series 2021-A Certificate
of Unpaid Demand Note Demand” means a certificate substantially in the form of Annex B to Series 2021-A Letter of Credit.


 


“Series 2021-A Closing
Date” means June 29, 2021.


 


“Series 2021-A Collateral”
means the Base Indenture Collateral, the Series 2021-A Interest Rate Caps, each Series 2021-A Letter of Credit, the Series 2021-A Account
Collateral with respect to each Series 2021-A Account and each Series 2021-A Demand Note.


 


“Series 2021-A Commitment
Termination Date” means June 29, 2023 or such later date designated in accordance with Section 2.6 (Commitment Terms
and Extensions of Commitments).


 






    Schedule I-44


     


    

 


“Series 2021-A Concentration
Excess Amount” means, as of any date of determination, the sum of (i) the Series 2021-A Manufacturer Concentration Excess Amount
with respect to each Manufacturer as of such date, if any, (ii) the Series 2021-A Non-Liened Vehicle Concentration Excess Amount as of
such date, if any, (iii) the Series 2021-A Medium-Duty Truck Concentration Excess Amount and (iv) the Series 2021-A Non-Investment Grade
(High) Program Receivable Concentration Excess Amount as of such date, if any; provided that, for purposes of calculating this
definition as of any such date (i) the Net Book Value of any Eligible Vehicle and the amount of Series 2021-A Eligible Manufacturer Receivables,
in each case, included in the Series 2021-A Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating
the Series 2021-A Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2021-A Manufacturer Concentration
Excess Amounts, as of such date, shall not be included in the Series 2021-A Non-Liened Vehicle Amount for purposes of calculating the
Series 2021-A Non-Liened Vehicle Concentration Excess Amount as of such date, the Series 2021-A Medium-Duty Truck Amount for purposes
of calculating the Series 2021-1 Medium-Duty Truck Concentration Excess Amount as of such date or the Series 2021-A Eligible Non-Investment
Grade (High) Program Receivable Amount for purposes of calculating the Series 2021-A Non-Investment Grade (High) Program Receivable Concentration
Excess Amount as of such date, (ii) the Net Book Value of any Eligible Vehicle included in the Series 2021-A Non-Liened Vehicle Amount
for purposes of calculating the Series 2021-A Non-Liened Vehicle Concentration Excess Amount and designated by HVF III to constitute Series
2021-A Non-Liened Vehicle Concentration Excess Amounts as of such date, shall not be included in the Series 2021-A Manufacturer Amount
for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-A Manufacturer Concentration Excess Amount,
as of such date or the Series 2021-A Medium-Duty Truck Amount for purposes of calculating the Series 2021-A Medium-Duty Truck Concentration
Excess Amount as of such date, (iii) the Net Book Value of any Eligible Vehicle that is a medium-duty truck included in the Series 2021-A
Medium-Duty Truck Amount for purposes of calculating the Series 2021-A Medium-Duty Truck Concentration Excess Amount and designated by
HVF III to constitute Series 2021-A Medium Duty Truck Concentration Excess Amounts as of such date, shall not be included in the Series
2021-A Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-A Manufacturer Concentration
Excess Amount, as of such date or the Series 2021-A Non-Liened Vehicle Amount for purposes of calculating the Series 2021-A Non-Liened
Vehicle Concentration Excess Amount as of such date, (iv) the amount of any Series 2021-A Eligible Manufacturer Receivables included in
the Series 2021-A Eligible Non-Investment Grade (High) Program Receivable Amount for purposes of calculating the Series 2021-A Non-Investment
Grade (High) Program Receivable Concentration Excess Amount and designated by HVF III to constitute Series 2021-A Non-Investment Grade
(High) Program Receivable Concentration Excess Amounts as of such date, shall not be included in the Series 2021-A Manufacturer Amount
for the Manufacturer with respect to such Series 2021-A Eligible Manufacturer Receivable for purposes of calculating the Series 2021-A
Manufacturer Concentration Excess Amount, as of such date, and (v) the determination of which Eligible Vehicles (or the Net Book Value
thereof) or Series 2021-A Eligible Manufacturer Receivables are designated as constituting (A) Series 2021-A Non-Liened Vehicle Concentration
Excess Amounts, (B) Series 2021-A Medium-Duty Truck Concentration Excess Amounts, (C) Series 2021-A Manufacturer Concentration Excess
Amounts and (D) Series 2021-A Non-Investment Grade (High) Program Receivable Concentration Excess Amounts, in each case, as of such date
shall be made iteratively by HVF III in its reasonable discretion.


 


“Series 2021-A Daily
Interest Allocation” means, on each Series 2021-A Deposit Date, an amount equal to the sum of (i) the Series 2021-A Invested
Percentage (as of such date) of the aggregate amount of Interest Collections deposited into the Collection Account on such date and (ii)
all amounts received by the Trustee in respect of the Series 2021-A Interest Rate Caps on such date.


 


“Series 2021-A Daily
Principal Allocation” means, on each Series 2021-A Deposit Date, an amount equal to the Series 2021-A Invested Percentage (as
of such date) of the aggregate amount of Principal Collections deposited into the Collection Account on such date.


 


“Series 2021-A Defaulted
Letter of Credit” means, as of any date of determination, each Series 2021-A Letter of Credit that, as of such date, an Authorized
Officer of the Administrator has actual knowledge that:


 


(A)          
such Series 2021-A Letter of Credit is not be in full force and effect (other than in accordance with its terms or otherwise as
expressly permitted in such Series 2021-A Letter of Credit),


 






    Schedule I-45


     


    

 


(B)        an Event of Bankruptcy has occurred with respect to the Series 2021-A Letter of Credit Provider of such Series 2021-A Letter of
Credit and is continuing,


 


(C)        such Series 2021-A Letter of Credit Provider has repudiated such Series 2021-A Letter of Credit or such Series 2021-A Letter of
Credit Provider has failed to honor a draw thereon made in accordance with the terms thereof, or


 


(D)        a Series 2021-A Downgrade Event has occurred and is continuing for at least thirty (30) consecutive days with respect to the Series
2021-A Letter of Credit Provider of such Series 2021-A Letter of Credit.


 


“Series 2021-A Demand
Note” means each demand note made by Hertz, substantially in the form of Exhibit B-1.


 


“Series 2021-A Demand
Note Payment Amount” means, as of any date of determination, the excess, if any, of (a) the aggregate amount of all proceeds
of demands made on the Series 2021-A Demand Note that were deposited into the Series 2021-A Distribution Account and paid to the Series
2021-A Noteholders during the one year period ending on such date of determination over (b) the amount of any Preference Amount relating
to such proceeds that has been repaid to HVF III (or any payee of HVF III) with the proceeds of any Series 2021-A L/C Preference Payment
Disbursement (or any withdrawal from any Series 2021-A L/C Cash Collateral Account); 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
sixty (60) consecutive days) with respect to Hertz shall have occurred on or before such date of determination, the Series 2021-A Demand
Note Payment Amount shall equal (i) on any date of determination until the conclusion or dismissal of the proceedings giving rise to such
Event of Bankruptcy without continuing jurisdiction by the court in such proceedings (or on any earlier date upon which the statute of
limitations in respect of avoidance actions in such proceedings has run or when such actions otherwise become unavailable to the bankruptcy
estate), the Series 2021-A Demand Note Payment Amount as if it were calculated as of the date of the occurrence of such Event of Bankruptcy
and (ii) on any date of determination thereafter, $0.


 


“Series 2021-A Deposit
Date” means each Business Day on which any Collections are deposited into the Collection Account.


 


“Series 2021-A Disbursement”
shall mean any Series 2021-A L/C Credit Disbursement, any Series 2021-A L/C Preference Payment Disbursement, any Series 2021-A L/C Termination
Disbursement or any Series 2021-A L/C Unpaid Demand Note Disbursement under the Series 2021-A Letters of Credit or any combination thereof,
as the context may require.


 


“Series 2021-A Disposed
Vehicle Threshold Number” means (a) for any Determination Date on which the sum of the Net Book Values for all Eligible Vehicles
as of the last day of the calendar month immediately preceding such Determination Date is greater than or equal to $6,000,000,000, 13,500
vehicles, (b) for any Determination Date on which the sum of the Net Book Values for all Eligible Vehicles as of the last day of the calendar
month immediately preceding such Determination Date is less than $6,000,000,000 and greater than or equal to $4,500,000,000, 10,000 vehicles
and (c) for any Determination Date on which the sum of the Net Book Values for all Eligible Vehicles as of the last day of the calendar
month immediately preceding such Determination Date is less than $4,500,000,000, 6,500 vehicles.


 






    Schedule I-46


     


    

 


“Series 2021-A Distribution
Account” has the meaning specified in Section 4.2(a)(iii) (Establishment of Series 2021-A Accounts).


 


“Series 2021-A Downgrade
Event” has the meaning specified in Section 5.7(b) (Series 2021-A Letter of Credit Provider Downgrades).


 


“Series 2021-A Eligible
Investment Grade Non-Program Vehicle Amount” means, as of any date of determination, the sum of the Net Book Value as of such
date of each Series 2021-A Investment Grade Non-Program Vehicle for which the Disposition Date has not occurred as of such date.


 


“Series 2021-A Eligible
Investment Grade Program Receivable Amount” means, as of any date of determination, the sum of all Series 2021-A Eligible Manufacturer
Receivables payable to any Leasing Company or the Intermediary, in each case, as of such date by all Series 2021-A Investment Grade Manufacturers.


 


“Series 2021-A Eligible
Investment Grade Program Vehicle Amount” means, as of any date of determination, the sum of the Net Book Value as of such date
of each Series 2021-A Investment Grade Program Vehicle for which the Disposition Date has not occurred as of such date.


 


“Series 2021-A Eligible
Letter of Credit Provider” means a Person having, at the time of the issuance of the related Series 2021-A Letter of Credit
and as of the date of any amendment or extension of the Series 2021-A Commitment Termination Date, a long-term senior unsecured debt rating
(or the equivalent thereof) of at least “BBB” from DBRS (or if such Person is not rated by DBRS, “Baa2” by Moody’s
or “BBB” by S&P); provided that, for the avoidance of doubt, with respect to any determination as to whether Deutsche
Bank AG, New York Branch satisfies the Initial Counterparty Required Ratings or is a Series 2021-A Eligible Letter of Credit Provider,
the rating of “Deutsche Bank AG, New York Branch” shall be determined by reference to the rating of “Deutsche Bank AG.”


 


“Series 2021-A Eligible
Manufacturer Receivable” means, as of any date of determination:


 


(i)           
each Manufacturer Receivable payable to HVF III by any Manufacturer that has a Relevant DBRS Rating as of such date of at least
 “A(L)” from DBRS (or, if such Manufacturer does not have a Relevant DBRS Rating as of such date, then a DBRS Equivalent Rating
of at least “A(L)”) as of such date pursuant to a Manufacturer Program that, as of such date, has not remained unpaid for
more than 150 calendar days past the Disposition Date with respect to the Eligible Vehicle giving rise to such Manufacturer Receivable;


 


(ii)          
each Manufacturer Receivable payable to HVF III by any Manufacturer that (a) has a Relevant DBRS Rating as of such date of (i)
less than “A(L)” from DBRS as of such date and (ii) at least “BBB(L)” from DBRS as of such date or (b) if such
Manufacturer does not have a Relevant DBRS Rating as of such date, then has a DBRS Equivalent Rating of (i) less than “A(L)”
as of such date and (ii) at least “BBB(L)” as of such date, in either such case of the foregoing clause (a) or (b), pursuant
to a Manufacturer Program that, as of such date, has not remained unpaid for more than 120 calendar days past the Disposition Date with
respect to the Eligible Vehicle giving rise to such Manufacturer Receivable; and


 






    Schedule I-47


     


    

 


(iii)          
each Manufacturer Receivable payable to HVF III by a Series 2021-A Non-Investment Grade (High) Manufacturer or a Series 2021-A
Non-Investment Grade (Low) Manufacturer, in any case, pursuant to a Manufacturer Program, that, as of such date, has not remained unpaid
for more than 90 calendar days past the Disposition Date with respect to the Eligible Vehicle giving rise to such Manufacturer Receivable.


 


“Series 2021-A Eligible
Non-Investment Grade (High) Program Receivable Amount” means, as of any date of determination, the sum of all Series 2021-A
Eligible Manufacturer Receivables payable to any Leasing Company or the Intermediary, in each case, as of such date by all Series 2021-A
Non-Investment Grade (High) Manufacturers.


 


“Series 2021-A Eligible
Non-Investment Grade (Low) Program Receivable Amount” means, as of any date of determination, the sum of all Series 2021-A Eligible
Manufacturer Receivables payable to any Leasing Company or the Intermediary, in each case, as of such date by all Series 2021-A Non-Investment
Grade (Low) Manufacturers.


 


“Series 2021-A Eligible
Non-Investment Grade Non-Program Vehicle Amount” means, as of any date of determination, the sum of the Net Book Value of each
Series 2021-A Non-Investment Grade Non-Program Vehicle for which the Disposition Date has not occurred as of such date.


 


“Series 2021-A Eligible
Non-Investment Grade Program Vehicle Amount” means, as of any date of determination, the sum of the Net Book Value as of such
date of each Series 2021-A Non-Investment Grade (High) Program Vehicle and each Series 2021-A Non-Investment Grade (Low) Program Vehicle,
in each case, for which the Disposition Date has not occurred as of such date.


 


“Series 2021-A Excess
Administrator Fee Allocation Amount” means, with respect to any Payment Date, an amount equal to the excess, if any, of (i)
the Series 2021-A Administrator Fee Amount with respect to such Payment Date over (ii) the Series 2021-A Capped Administrator Fee Amount
with respect to such Payment Date.


 


“Series 2021-A Excess
HVF III Operating Expense Amount” means, with respect to any Payment Date the excess, if any, of (i) the Series 2021-A HVF III
Operating Expense Amount with respect to such Payment Date over (ii) the Series 2021-A Capped HVF III Operating Expense Amount with respect
to such Payment Date.


 


“Series 2021-A Excess
Trustee Fee Allocation Amount” means, with respect to any Payment Date, an amount equal to the excess, if any, of (i) the Series
2021-A Trustee Fee Amount with respect to such Payment Date over (ii) the Series 2021-A Capped Trustee Fee Amount with respect to such
Payment Date.


 


“Series 2021-A Failure
Percentage” means, as of any date of determination, a percentage equal to 100% minus the lower of (x) the lowest Series 2021-A
Non-Program Vehicle Disposition Proceeds Percentage Average for any Determination Date (including such date of determination) within the
preceding twelve (12) calendar months and (y) the lowest Series 2021-A Market Value Average as of any Determination Date within the preceding
twelve (12) calendar months.


 






    Schedule I-48


     


    

 


“Series 2021-A Floating
Allocation Percentage” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which
is the Series 2021-A Adjusted Asset Coverage Threshold Amount as of such date and the denominator of which is the Aggregate Asset Coverage
Threshold Amount as of such date.


 


“Series 2021-A HVF
III Operating Expense Amount” means, with respect to any Payment Date, the sum (without duplication) of (a) the aggregate amount
of Series 2021-A Carrying Charges on such Payment Date (excluding any Series 2021-A Carrying Charges payable to the Series 2021-A Noteholders,
the Program Agent or the Funding Agents) and (b) the Series 2021-A Percentage of the Carrying Charges, if any, payable by HVF III on such
Payment Date (excluding any Carrying Charges payable to the Series 2021-A Noteholders).


 


“Series 2021-A Interest
Collection Account” has the meaning specified in Section 4.2(a)(i) (Establishment of Series 2021-A Accounts).


 


“Series 2021-A Interest
Period” means a period commencing on and including the second Business Day preceding a Determination Date and ending on and
including the day preceding the second Business Day preceding the next succeeding Determination Date; provided, however,
that the initial Series 2021-A Interest Period shall commence on and include the Series 2021-A Closing Date and end on and include July
15, 2021.


 


“Series 2021-A Interest
Rate Cap” means any interest rate cap entered into in accordance with the provisions of Section 4.4 (Series 2021-A
Interest Rate Caps), including, the Series 2021-A Interest Rate Cap Documents with respect thereto.


 


“Series 2021-A Interest
Rate Cap Documents” means, with respect to any Series 2021-A Interest Rate Cap, the documentation that governs such Series 2021-A
Interest Rate Cap.


 


“Series 2021-A 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,


 


(i)          
the numerator of which shall be equal to:


 


(x)      during
the Series 2021-A Revolving Period, the Series 2021-A Adjusted Asset Coverage Threshold Amount as of the close of business on the last
day of the immediately preceding Related Month (or, until the end of the initial Related Month after the Series 2021-A Closing Date, on
the Series 2021-A Closing Date),


 


(y)     during
the Series 2021-A Rapid Amortization Period, but prior to the first date on which an Amortization Event has been declared or has automatically
occurred with respect to all Series of Notes, the Series 2021-A Adjusted Asset Coverage Threshold Amount as of the close of business on
the last day of the Series 2021-A Revolving Period, and


 






    Schedule I-49


     


    

 


(z)       on
and after the first date on which an Amortization Event has been declared or automatically occurred with respect to all Series of Notes,
the Series 2021-A Adjusted Asset Coverage Threshold Amount as of the close of business on the day immediately prior to such first date
on which an Amortization Event has been declared or automatically occurred with respect to all Series of Notes, and


 


(ii)         the
denominator of which shall be the Aggregate Asset Coverage Threshold Amount as of the same date used to determine the numerator in clause
(i); provided that, if the principal amount of any other Series of Notes shall have been reduced to zero on any date after the
date used to determine the numerator in clause (i)(z), then the Asset Coverage Threshold Amount with respect to such Series of Notes
shall be excluded from the calculation of the Aggregate Asset Coverage Threshold Amount pursuant to this clause (ii) for any date
of determination following the date on which the principal amount of such other Series of Notes shall have been reduced to zero;


 


(b)         when used with respect to Interest Collections, the percentage equivalent of a fraction, the numerator of which shall be the Series
2021-A 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.


 


“Series 2021-A Investment
Grade Manufacturer” means, as of any date of determination, any Manufacturer that has a Relevant DBRS Rating as of such date
of at least “BBB(L)” from DBRS (or, if such Manufacturer does not have a Relevant DBRS Rating as of such date, then a DBRS
Equivalent Rating of “BBB(L)”) as of such date; provided that, upon any withdrawal or downgrade of any rating of any
Manufacturer by DBRS (or, if such Manufacturer is not rated by DBRS, any Equivalent Rating Agency), such Manufacturer may, in HVF III’s
sole discretion, be deemed to have the rating applicable thereto immediately preceding such withdrawal or downgrade (as applicable) by
DBRS (or, if such Manufacturer is not rated by DBRS, such DBRS Equivalent Rating) for a period of thirty (30) days following the earlier
of (x) the date on which an Authorized Officer of any of the Administrator, any Leasing Company or any Lease Servicer obtains actual knowledge
of such withdrawal or downgrade (as applicable) and (y) the date on which the Trustee notifies the Administrator in writing of such withdrawal
or downgrade (as applicable).


 


“Series 2021-A Investment
Grade Non-Program Vehicle” means, as of any date of determination, any Eligible Vehicle manufactured by a Series 2021-A Investment
Grade Manufacturer that is not a Series 2021-A Investment Grade Program Vehicle as of such date.


 


“Series 2021-A Investment
Grade Program Vehicle” means, as of any date of determination, any Program Vehicle manufactured by a Series 2021-A Investment
Grade Manufacturer that is subject to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle
unless it has been redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5 of the HVF
Lease (or such other similar section of another Lease, as applicable) as of such date.


 


“Series 2021-A L/C
Cash Collateral Account” has the meaning specified in Section 4.2(a) (Establishment of Series 2021-A Accounts).


 






    Schedule I-50


     


    

 


“Series 2021-A L/C
Cash Collateral Account Collateral” means the Series 2021-A Account Collateral with respect to the Series 2021-A L/C Cash Collateral
Account.


 


“Series 2021-A L/C
Cash Collateral Account Surplus” means, with respect to any Payment Date, the lesser of (a) the Series 2021-A Available Cash
Collateral Account Amount and (b) the excess, if any, of the Series 2021-A Adjusted Liquid Enhancement Amount over the Series 2021-A Required
Liquid Enhancement Amount on such Payment Date.


 


“Series 2021-A L/C
Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of
which is the Series 2021-A Available Cash Collateral Account Amount as of such date and the denominator of which is the Series 2021-A
Letter of Credit Liquidity Amount as of such date.


 


“Series 2021-A L/C
Credit Disbursement” means an amount drawn under a Series 2021-A Letter of Credit pursuant to a Series 2021-A Certificate of
Credit Demand.


 


“Series 2021-A L/C
Preference Payment Disbursement” means an amount drawn under a Series 2021-A Letter of Credit pursuant to a Series 2021-A Certificate
of Preference Payment Demand.


 


“Series 2021-A L/C
Termination Disbursement” means an amount drawn under a Series 2021-A Letter of Credit pursuant to a Series 2021-A Certificate
of Termination Demand.


 


“Series 2021-A L/C
Unpaid Demand Note Disbursement” means an amount drawn under a Series 2021-A Letter of Credit pursuant to a Series 2021-A Certificate
of Unpaid Demand Note Demand.


 


“Series 2021-A 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 that pursuant to Section 5.1 (Collections Allocation) would have been deposited into the Series 2021-A Interest
Collection Account if all payments of Monthly Variable Rent required to have been made under the Leases 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 that pursuant
to Section 5.1(b) (Collections Allocation) have been received for deposit into the Series 2021-A Interest Collection Account
from but excluding the preceding Payment Date to and including such Payment Date.


 


“Series 2021-A Lease
Payment Deficit” means either a Series 2021-A Lease Interest Payment Deficit or a Series 2021-A Lease Principal Payment Deficit.


 


“Series 2021-A 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 2021-A Lease Principal Payment Deficit, if any, on the preceding Payment Date over (y) all amounts deposited
into the Series 2021-A Principal Collection Account on or prior to such Payment Date on account of such Series 2021-A Lease Principal
Payment Deficit.


 






    Schedule I-51


     


    

 


“Series 2021-A Lease
Principal Payment Deficit” means on any Payment Date the sum of (a) the Series 2021-A Monthly Lease Principal Payment Deficit
for such Payment Date and (b) the Series 2021-A Lease Principal Payment Carryover Deficit for such Payment Date.


 


“Series 2021-A Letter
of Credit” means an irrevocable letter of credit, substantially in the form of Exhibit I to this Series 2021-A Supplement
issued by a Series 2021-A Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2021-A Noteholders;
provided that, any Series 2021-A Letter of Credit issued after the Series 2021-A Closing Date not substantially in the form of
Exhibit I to this Series 2021-A Supplement shall be subject to the written consent of the Required Controlling Class Series 2021-A
Noteholders.


 


“Series 2021-A 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 as of such date under the Series 2021-A Letters of Credit, as specified therein, and (ii) if the Series 2021-A L/C Cash Collateral
Account has been established and funded pursuant to Section 4.2(a)(ii) (Establishment of Series 2021-A Accounts), the Series
2021-A Available L/C Cash Collateral Account Amount as of such date and (b) the aggregate undrawn principal amount of the Series 2021-A
Demand Note as of such date.


 


“Series 2021-A Letter
of Credit Expiration Date” means, with respect to any Series 2021-A Letter of Credit, the expiration date set forth in such
Series 2021-A Letter of Credit, as such date may be extended in accordance with the terms of such Series 2021-A Letter of Credit.


 


“Series 2021-A Letter
of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn
as of such date under each Series 2021-A Letter of Credit, as specified therein, and (b) if a Series 2021-A L/C Cash Collateral Account
has been established pursuant to Section 4.2(a)(ii) (Establishment of Series 2021-A Accounts), the Series 2021-A Available
L/C Cash Collateral Account Amount as of such date.


 


“Series 2021-A Letter
of Credit Provider” means each issuer of a Series 2021-A Letter of Credit.


 


“Series 2021-A Letter
of Credit Reimbursement Agreement” means any and each reimbursement agreement providing for the reimbursement of a Series 2021-A
Letter of Credit Provider for draws under its Series 2021-A Letter of Credit.


 


“Series 2021-A Liquid
Enhancement Amount” means, as of any date of determination, the sum of (a) the Series 2021-A Letter of Credit Liquidity Amount
and (b) the Series 2021-A Available Reserve Account Amount as of such date.


 


“Series 2021-A Liquid
Enhancement Deficiency” means, as of any date of determination, the Series 2021-A Adjusted Liquid Enhancement Amount is less
than the Series 2021-A Required Liquid Enhancement Amount as of such date.


 






    Schedule I-52


     


    

 


“Series 2021-A Liquidation
Event” means, so long as such event or condition continues, (a) any Amortization Event with respect to the Series 2021-A Notes
described in clauses (a), (b), (d), (g) through (i), (l), (m), (n) (with respect
to a failure to comply by the Administrator), (p) or (q) of Section 7.1 (Amortization Events) of this Series
2021-A Supplement that continues for thirty (30) consecutive days (without double counting the cure period, if any, provided therein)
after declaration thereof (whether by notice or automatic), (b) any Amortization Event with respect to the Series 2021-A Notes described
in Section 7.1(c) (Amortization Events) of this Series 2021-A Supplement or any Amortization Event specified in clauses
(a), (b), (c), (d) or (g) of Article IX (Amortization Events and Remedies) of the Base
Indenture or (c) any event specified in clause (r) of Section 7.1 (Amortization Events). Each Series 2021-A Liquidation
Event shall be a “Liquidation Event” with respect to the Series 2021-A Notes.


 


“Series 2021-A Manufacturer
Amount” means, as of any date of determination and with respect to any Manufacturer, the sum of: the aggregate Net Book Value
of all Eligible Vehicles manufactured by such Manufacturer as of such date; and the aggregate amount of all Series 2021-A Eligible Manufacturer
Receivables with respect to such Manufacturer.


 


“Series 2021-A Manufacturer
Concentration Excess Amount” means, with respect to any Manufacturer as of any date of determination, the excess, if any, of
the Series 2021-A Manufacturer Amount with respect to such Manufacturer as of such date over the Series 2021-A Maximum Manufacturer Amount
with respect to such Manufacturer as of such date; provided that, for purposes of calculating such excess as of any such date (i)
the Net Book Value of any Eligible Vehicle included in the Series 2021-A Manufacturer Amount for the Manufacturer of such Eligible Vehicle
for purposes of calculating the Series 2021-A Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series
2021-A Manufacturer Concentration Excess Amounts, as of such date, shall not be included in the Series 2021-A Non-Liened Vehicle Amount
for purposes of calculating the Series 2021-A Non-Liened Vehicle Concentration Excess Amount as of such date, (ii) the Net Book Value
of any Eligible Vehicle included in the Series 2021-A Non-Liened Vehicle Amount for purposes of calculating the Series 2021-A Non-Liened
Vehicle Concentration Excess Amount and designated by HVF III to constitute Series 2021-A Non-Liened Vehicle Concentration Excess Amounts
as of such date, shall not be included in the Series 2021-A Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes
of calculating the Series 2021-A Manufacturer Concentration Excess Amount, as of such date, (iii) the amount of any Series 2021-A Eligible
Manufacturer Receivables included in the Series 2021-A Eligible Non-Investment Grade (High) Program Receivable Amount for purposes of
calculating the Series 2021-A Non-Investment Grade (High) Program Receivable Concentration Excess Amount and designated by HVF III to
constitute Series 2021-A Non-Investment Grade (High) Program Receivable Concentration Excess Amounts as of such date, shall not be included
in the Series 2021-A Manufacturer Amount for the Manufacturer with respect to such Series 2021-A Eligible Manufacturer Receivable for
purposes of calculating the Series 2021-A Manufacturer Concentration Excess Amount, as of such date, and (iv) the determination of which
Eligible Vehicles (or the Net Book Value thereof) or Series 2021-A Eligible Manufacturer Receivables are to be designated as constituting
(A) Series 2021-A Non-Liened Vehicle Concentration Excess Amounts, (B) Series 2021-A Manufacturer Concentration Excess Amounts and (C)
Series 2021-A Non-Investment Grade (High) Program Receivable Concentration Excess Amounts, in each case as of such date shall be made
iteratively by HVF III in its reasonable discretion.


 


“Series 2021-A Manufacturer
Percentage” means, for any Manufacturer listed in the table below, the percentage set forth opposite such Manufacturer in such
table. In addition, the portfolio of vehicles will include a maximum of 5.0% of medium-duty trucks.


 






    Schedule I-53


     


    

 


	Manufacturer	Series 2021-A Manufacturer Limit
	Audi	12.50%
	BMW	12.50%
	Chrysler	55.00%
	Fiat	12.50%
	Ford	55.00%
	GM	55.00%
	Honda	55.00%
	Hyundai	55.00%
	Jaguar	12.50%
	Kia	55.00%
	Land Rover	12.50%
	Lexus	12.50%
	Mazda	35.00%
	Mercedes	12.50%
	Nissan	55.00%
	Subaru	12.50%
	Toyota	55.00%
	Volkswagen	55.00%
	Volvo	35.00%
	Hyundai & Kia combined	55.00%
	Chrysler & Fiat combined	55.00%
	Volkswagen & Audi combined	55.00%
	Any other individual Manufacturer	10.00%


 






    Schedule I-54


     


    

 


“Series 2021-A Market
Value Average” means, as of any date of determination, the percentage equivalent (not to exceed 100%) of a fraction, the numerator
of which is the average of the Series 2021-A Non-Program Fleet Market Value as of the three preceding Determination Dates and the denominator
of which is the average of the aggregate Net Book Value of all Non-Program Vehicles as of such three preceding Determination Dates.


 


“Series 2021-A Maximum
Manufacturer Amount” means, as of any date of determination and with respect to any Manufacturer, an amount equal to the product
of (a) the Series 2021-A Manufacturer Percentage for such Manufacturer and (b) the Aggregate Asset Amount as of such date.


 


“Series 2021-A Maximum
Non-Investment Grade (High) Program Receivable Amount” means, as of any date of determination and with respect to any Series
2021-A Non-Investment Grade (High) Manufacturer, an amount equal to 7.50% of the Aggregate Asset Amount as of such date.


 


“Series 2021-A Maximum
Non-Liened Vehicle Amount” means, as of any date of determination, the excess, if any, of the Series 2021-A Non-Liened Vehicle
Amount as of such date over (x) from the Series 2021-A Closing Date until the first anniversary of the Series 2021-A Closing Date, 15.00%
of the Aggregate Asset Amount as of such date and (y) from the first anniversary of the Series 2021-A Closing Date and thereafter, the
lesser of (1) $350 million or (2) 10.0% of the Aggregate Asset Amount as of such date.


 


“Series 2021-A Maximum
Principal Amount” means, as of any date of determination, the sum of the Class A Maximum Principal Amount, the Class B Principal
Amount and the Class RR Principal Amount, in each case as of such date.


 


“Series 2021-A Measurement
Month” on any Determination Date, means each complete calendar month, or the smallest number of consecutive complete calendar
months preceding such Determination Date, in which at least the Series 2021-A Disposed Vehicle Threshold Number Vehicles were sold to
unaffiliated third parties (provided that, HVF III, in its sole discretion, may exclude salvage sales); provided, however,
that no calendar month included in a single Series 2021-A Measurement Month shall be included in any other Series 2021-A Measurement Month.


 


“Series 2021-A Medium-Duty
Truck Amount” means, as of any date of determination, the sum of the Net Book Value as of such date of each Non-Program Vehicle
that is a medium-duty truck for which the Disposition Date has not occurred as of such date.


 


“Series 2021-A Medium-Duty
Truck Concentration Excess Amount” means, as of any date of determination, the excess of the Series 2021-A Medium-Duty Truck
Amount over 5.0% of the Aggregate Asset Amount as of such date.


 


“Series 2021-A 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 that pursuant to Section 5.1 (Collections Allocation) would have been deposited into the Series
2021-A Principal Collection Account if all payments required to have been made under the Leases 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 that pursuant to Section
5.1 (Collections Allocation) have been received for deposit into the Series 2021-A Principal Collection Account from but excluding
the preceding Payment Date to and including such Payment Date.


 






    Schedule I-55


     


    

 


“Series 2021-A Non-Investment
Grade (High) Manufacturer” means, as of any date of determination, any Manufacturer that (a) has a Relevant DBRS Rating as of
such date of (i) less than “BBB(L)” from DBRS and (ii) at least “BB(L)” from DBRS, or (b) if such Manufacturer
does not have a Relevant DBRS Rating as of such date, then has a DBRS Equivalent Rating of (i) less than “BBB(L)” as of such
date and (ii) at least “BB(L)” as of such date; provided that, upon any withdrawal or downgrade of any rating of any
Manufacturer by DBRS (or, if such Manufacturer is not rated by DBRS, any Equivalent Rating Agency), such Manufacturer may, in HVF III’s
sole discretion, be deemed to have the rating applicable thereto immediately preceding such withdrawal or downgrade (as applicable) by
DBRS (or, if such Manufacturer is not rated by DBRS, such Equivalent Rating Agency) for a period of thirty (30) days following the earlier
of (x) the date on which an Authorized Officer of any of the Administrator, any Leasing Company or any Lease Servicer obtains actual knowledge
of such withdrawal or downgrade (as applicable) and (y) the date on which the Trustee notifies the Administrator in writing of such withdrawal
or downgrade (as applicable).


 


“Series 2021-A Non-Investment
Grade (High) Program Receivable Concentration Excess Amount” means, with respect to any Series 2021-A Non-Investment Grade (High)
Manufacturer, as of any date of determination, the excess, if any, of the Series 2021-A Eligible Non-Investment Grade (High) Program Receivable
Amount with respect to such Series 2021-A Non-Investment Grade (High) Manufacturer as of such date over the Series 2021-A Maximum Non-Investment
Grade (High) Program Receivable Amount with respect to such Series 2021-A Non-Investment Grade (High) Manufacturer as of such date; provided
that, for purposes of calculating such excess as of any such date (i) the amount of any Series 2021-A Eligible Manufacturer Receivables
with respect to any Series 2021-A Non-Investment Grade (High) Manufacturer included in the Series 2021-A Manufacturer Amount for purposes
of calculating the Series 2021-A Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2021-A Manufacturer
Concentration Excess Amounts as of such date, shall not be included in the Series 2021-A Eligible Non-Investment Grade (High) Program
Receivable Amount for purposes of calculating the Series 2021-A Non-Investment Grade (High) Program Receivable Concentration Excess Amount,
as of such date and (ii) the determination of which receivables are to be designated as constituting (A) Series 2021-A Non-Investment
Grade (High) Program Receivable Concentration Excess Amounts and (B) Series 2021-A Manufacturer Concentration Excess Amounts, in each
case as of such date, shall be made iteratively by HVF III in its reasonable discretion.


 


“Series 2021-A Non-Investment
Grade (High) Program Vehicle” means, as of any date of determination, any Program Vehicle manufactured by a Series 2021-A Non-Investment
Grade (High) Manufacturer that is or was subject to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program
Vehicle unless it has been redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5 of
the HVF Lease (or such other similar section of another Lease, as applicable) as of such date.


 






    Schedule I-56


     


    

 


“Series 2021-A Non-Investment
Grade (Low) Manufacturer” means, as of any date of determination, any Manufacturer that has a Relevant DBRS Rating as of such
date of less than “BB(L)” from DBRS (or, if such Manufacturer does not have a Relevant DBRS Rating as of such date, a DBRS
Equivalent Rating of “BB(L)”) as of such date; provided that, upon any withdrawal or downgrade of any rating of any
Manufacturer by DBRS (or, if such Manufacturer is not rated by DBRS, any DBRS Equivalent Rating), such Manufacturer may, in HVF III’s
sole discretion, be deemed to have the rating applicable thereto immediately preceding such withdrawal or downgrade (as applicable) DBRS
(or, if such Manufacturer is not rated by DBRS, such Equivalent Rating Agency) for a period of thirty (30) days following the earlier
of (x) the date on which any of the Administrator, any Leasing Company or any Lease Servicer obtains actual knowledge of such withdrawal
or downgrade (as applicable) and (y) the date on which the Trustee notifies the Administrator in writing of such withdrawal or downgrade
(as applicable).


 


“Series 2021-A Non-Investment
Grade (Low) Program Vehicle” means, as of any date of determination, any Program Vehicle manufactured by a Series 2021-A Non-Investment
Grade (Low) Manufacturer that is or was subject to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program
Vehicle unless it has been redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5 of
the HVF Lease (or such other similar section of another Lease, as applicable) as of such date.


 


“Series 2021-A Non-Investment
Grade Non-Program Vehicle” means, as of any date of determination, any Eligible Vehicle that (i) was manufactured by a Series
2021-A Non-Investment Grade (High) Manufacturer or a Series 2021-A Non-Investment Grade (Low) Manufacturer and (ii) is not a Series 2021-A
Non-Investment Grade (High) Program Vehicle or a Series 2021-A Non-Investment Grade (Low) Program Vehicle, in each case as of such date.


 


“Series 2021-A Non-Liened
Vehicle Amount” means, as of any date of determination, the sum of the Net Book Value as of such date of each Eligible Vehicle
for which the Disposition Date has not occurred as of such date and with respect to which the Certificate of Title does not note the Collateral
Agent as the first lienholder (and, the Certificate of Title with respect to which has not been submitted to the appropriate state authorities
for such notation or the fees due in respect of such notation have not yet been paid).


 


“Series 2021-A Non-Liened
Vehicle Concentration Excess Amount” means, as of any date of determination, the excess, if any, of the Series 2021-A Non-Liened
Vehicle Amount as of such date over the Series 2021-A Maximum Non-Liened Vehicle Amount as of such date; provided that, for purposes
of calculating such excess as of any such date (i) the Net Book Value of any Eligible Vehicle included in the Series 2021-A Non-Liened
Vehicle Amount for purposes of calculating the Series 2021-A Non-Liened Vehicle Concentration Excess Amount and designated by HVF III
to constitute Series 2021-A Non-Liened Vehicle Concentration Excess Amounts, as of such date, shall not be included in the Series 2021-A
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-A Manufacturer Concentration
Excess Amount, as of such date, (ii) the Net Book Value of any Eligible Vehicle included in the Series 2021-A Manufacturer Amount for
the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-A Manufacturer Concentration Excess Amount and designated
by HVF III to constitute Series 2021-A Manufacturer Concentration Excess Amounts, as of such date, shall not be included in the Series
2021-A Non-Liened Vehicle Amount for purposes of calculating the Series 2021-A Non-Liened Vehicle Concentration Excess Amount as of such
date, and (iii) the determination of which Eligible Vehicles (or the Net Book Value thereof) are to be designated as constituting (A)
Series 2021-A Non-Liened Vehicle Concentration Excess Amounts and (B) Series 2021-A Manufacturer Concentration Excess Amounts, in each
case as of such date shall be made iteratively by HVF III in its reasonable discretion.


 






    Schedule I-57


     


    

 


“Series 2021-A Non-Program
Fleet Market Value” means, with respect to all Non-Program Vehicles as of any date of determination, the sum of the respective
Series 2021-A Third-Party Market Values of each such Non-Program Vehicle as of such date.


 


“Series 2021-A Non-Program
Vehicle Disposition Proceeds Percentage Average” means, with respect to any Series 2021-A Measurement Month the percentage equivalent
(not to exceed 100%) of a fraction, the numerator of which is the aggregate amount of Disposition Proceeds paid or payable in respect
of all Non-Program Vehicles that are sold to unaffiliated third parties (excluding salvage sales) during such Series 2021-A Measurement
Month and the two Series 2021-A Measurement Months preceding such Series 2021-A Measurement Month and the denominator of which is the
excess, if any, of the aggregate Net Book Values of such Non-Program Vehicles on the dates of their respective sales over the aggregate
Final Base Rent with respect such Non-Program Vehicles.


 


“Series 2021-A Noteholder”
means the Class A Noteholders, the Class B Noteholders and the Class RR Noteholders, collectively.


 


“Series 2021-A Notes”
means the Class A Notes, the Class B Notes and the Class RR Notes, collectively.


 


“Series 2021-A Notice
of Reduction” means a notice in the form of Annex G to a Series 2021-A Letter of Credit.


 


“Series 2021-A Past
Due Rent Payment” means, (a) with respect to any Past Due Rent Payment in respect of a Series 2021-A Lease Principal Payment
Deficit, an amount equal to the Series 2021-A Invested Percentage with respect to Principal Collections (as of the Payment Date on which
such Series 2021-A Lease Payment Deficit occurred) of such Past Due Rent Payment and (b) with respect to any Past Due Rent Payment in
respect of a Series 2021-A Lease Interest Payment Deficit, an amount equal to the Series 2021-A Invested Percentage with respect to Interest
Collections (as of the Payment Date on which such Series 2021-A Lease Payment Deficit occurred) of such Past Due Rent Payment.


 


“Series 2021-A Payment
Date Available Interest Amount” means, with respect to each Series 2021-A Interest Period, the sum of the Series 2021-A Daily
Interest Allocations for each Series 2021-A Deposit Date in such Series 2021-A Interest Period.


 


“Series 2021-A Payment
Date Interest Amount” means, with respect to each Payment Date, the sum (without duplication) of the amounts payable pursuant
to Sections 5.3(a) through (e) (Application of Funds in the Series 2021-A Interest Collection Account) (excluding
any amounts payable to the Class RR Noteholder).


 


“Series 2021-A Percentage”
means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Series 2021-A Principal Amount
as of such date and the denominator of which is the Aggregate Principal Amount as of such date.


 






    Schedule I-58


     


    

 


 



 


“Series 2021-A Permitted
Liens” means (i) Liens for current taxes not delinquent or for taxes being contested in good faith and by appropriate proceedings,
and with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP, (ii) mechanics’,
materialmen’s, landlords’, warehousemen’s and carriers’ Liens, and other Liens imposed by law, securing obligations
that are not more than thirty (30) days past due or are being contested in good faith and by appropriate proceedings and with respect
to which adequate reserves have been established, and are being maintained, in accordance with GAAP and (iii) Liens in favor of the Trustee
pursuant to any Series 2021-A Related Document and Liens in favor of the Collateral Agent pursuant to the Collateral Agency Agreement.
Series 2021-A Permitted Liens shall be “Series Permitted Liens” with respect to the Series 2021-A Notes.


 


“Series 2021-A Principal
Amount” means, as of any date of determination, the sum of the Class A Principal Amount, the Class B Principal Amount and the
Class RR Principal Amount, in each case as of such date. The Series 2021-A Principal Amount shall be the “Principal Amount”
with respect to the Series 2021-A Notes.


 


“Series 2021-A Principal
Collection Account” has the meaning specified in Section 4.2(a) (Establishment of Series 2021-A Accounts) of this
Series 2021-A Supplement.


 


“Series 2021-A Principal
Collection Account Amount” means, as of any date of determination, the amount of cash on deposit in and Permitted Investments
credited to the Series 2021-A Principal Collection Account as of such date.


 


“Series 2021-A Rapid
Amortization Period” means the period beginning on the earlier to occur of (i) the close of business on the Business Day immediately
preceding the Expected Final Payment Date and (ii) 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 2021-A Notes, and ending upon the earlier to occur of (i) the
date on which (A) the Series 2021-A Notes are paid in full and (B) the termination of this Series 2021-A Supplement.


 


“Series 2021-A Related
Documents” means the Base Related Documents, the Related Documents, this Series 2021-A Supplement, each Series 2021-A Demand
Note, the Series 2021-A Interest Rate Cap Documents, the Back-Up Administration Agreement and the Series 2021-A Back-Up Disposition Agent
Agreement.


 


“Series 2021-A Remainder
AAA Amount” means, as of any date of determination, the excess, if any, of: (a) the Aggregate Asset Amount as of such date over
(b) the sum of: (i) the Series 2021-A Eligible Investment Grade Program Vehicle Amount as of such date, (ii) the Series 2021-A Eligible
Investment Grade Program Receivable Amount as of such date, (iii), the Series 2021-A Eligible Non-Investment Grade Program Vehicle Amount
as of such date, (iv) the Series 2021-A Eligible Non-Investment Grade (High) Program Receivable Amount as of such date, (v) the Series
2021-A Eligible Non-Investment Grade (Low) Program Receivable Amount as of such date, (vi) the Series 2021-A Eligible Investment Grade
Non-Program Vehicle Amount as of such date, (vii) the Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount as of such
date, (viii) the Cash Amount as of such date and (ix) the Due and Unpaid Lease Payment Amount as of such date.


 


“Series 2021-A Required
Liquid Enhancement Amount” means, as of any date of determination, an amount equal to the product of (a) 2.00% and (b) the Class
A/B Adjusted Principal Amount as of such date.


 






    Schedule I-59


     


    

 


“Series 2021-A Required
Noteholders” means Series 2021-A Noteholders holding more than 50% of the Series 2021-A Principal Amount (excluding any Series
2021-A Notes held by HVF III or any Affiliate of HVF III (other than Series 2021-A Notes held by an Affiliate Issuer)).


 


“Series 2021-A 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 (i) the Series 2021-A Required Liquid Enhancement Amount over (ii) the Series 2021-A Letter of Credit Liquidity Amount,
in each case, as of such date, excluding from the calculation of such excess the amount available to be drawn under any Series 2021-A
Defaulted Letter of Credit as of such date, and: (b) the excess, if any, of: (i) the Series 2021-A Asset Coverage Threshold Amount (excluding
therefrom the Series 2021-A Available Reserve Account Amount) over (ii) the Series 2021-A Asset Amount, in each case as of such
date.


 


“Series 2021-A Reserve
Account” has the meaning specified in Section 4.2(a) (Establishment of Series 2021-A Accounts) of this Series
2021-A Supplement.


 


“Series 2021-A Reserve
Account Collateral” means the Series 2021-A Account Collateral with respect to the Series 2021-A Reserve Account.


 


“Series 2021-A Reserve
Account Deficiency Amount” means, as of any date of determination, the excess, if any, of the Series 2021-A Required Reserve
Account Amount for such date over the Series 2021-A Available Reserve Account Amount for such date.


 


“Series 2021-A Reserve
Account Interest Withdrawal Shortfall” has the meaning specified in Section 5.4(a) (Series 2021-A Reserve Account
Withdrawals).


 


“Series 2021-A Reserve
Account Surplus” means, as of any date of determination, the excess, if any, of the Series 2021-A Available Reserve Account
Amount (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date) over the Series 2021-A Required
Reserve Account Amount, in each case, as of such date.


 


“Series 2021-A Revolving
Period” means the period from and including the Series 2021-A Closing Date to but excluding the earlier of (i) the Expected
Final Payment Date and (ii) the first day of the Series 2021-A Rapid Amortization Event.


 


“Series 2021-A Supplement”
has the meaning specified in the Preamble.


 


“Series 2021-A Supplemental
Indenture” means a supplement to the Series 2021-A Supplement complying (to the extent applicable) with the terms of Section
11.10 (Amendments) of this Series 2021-A Supplement.


 






    Schedule I-60


     


    

 


“Series 2021-A Third-Party
Market Value” means, with respect to each Non-Program Vehicle, as of any date of determination during a calendar month: if the
Series 2021-A Third-Party Market Value Procedures have been completed for such month, then the Monthly NADA Mark, if any, for such Non-Program
Vehicle obtained in such calendar month in accordance with such Series 2021-A Third-Party Market Value Procedures; if, pursuant to the
Series 2021-A Third-Party Market Value Procedures, no Monthly NADA Mark for such Non-Program Vehicle was obtained in such calendar month,
then the Monthly Blackbook Mark, if any, for such Non-Program Vehicle obtained in such calendar month in accordance with such Series 2021-A
Third-Party Market Value Procedures; and if, pursuant to the Series 2021-A Third-Party Market Value Procedures, neither a Monthly NADA
Mark nor a Monthly Blackbook Mark for such Non-Program Vehicle was obtained for such calendar month (regardless of whether such value
was not obtained because (A) neither a Monthly NADA Mark nor a Monthly Blackbook Mark was obtained in undertaking the Series 2021-A Third-Party
Market Value Procedures or (B) such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date on or after the first
day of such calendar month), then the Administrator’s reasonable estimation of the fair market value of such Non-Program Vehicle
as of such date of determination; and until the Series 2021-A Third-Party Market Value Procedures have been completed for such calendar
month: if such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date prior to the first day of such calendar month,
the Series 2021-A Third-Party Market Value obtained in the immediately preceding calendar month, in accordance with the Series 2021-A
Third-Party Market Value Procedures for such immediately preceding calendar month, and if such Non-Program Vehicle experienced its Vehicle
Operating Lease Commencement Date on or after the first day of such calendar month, then the Administrator’s reasonable estimation
of the fair market value of such Non-Program Vehicle as of such date of determination; provided that, if the Administrator’s
reasonable estimation of the fair market value is used as the “Series 2021-A Third-Party Market Value” for any Non-Program
Vehicle as of any date of determination, then the Administrator shall, at the request of the Trustee or the Program Agent, provide the
Trustee or the Program Agent supporting evidence for such estimate, which may be in the form of a summary displaying in reasonable detail
the basis and assumptions used in making such estimate.


 


“Series 2021-A Third-Party
Market Value Procedures” means, with respect to each calendar month and each Non-Program Vehicle, on or prior to the Determination
Date for such calendar month: HVF III shall make one attempt (or cause the Administrator to make one attempt) to obtain a Monthly NADA
Mark for each Non-Program Vehicle that was a Non-Program Vehicle as of the first day of such calendar month, and if no Monthly NADA Mark
was obtained for any such Non-Program Vehicle described in clause (a) above upon such attempt, then HVF III shall make one attempt
(or cause the Administrator to make one attempt) to obtain a Monthly Blackbook Mark for any such Non-Program Vehicle.


 


“Series 2021-A Trustee
Fee Amount” means, with respect to any Payment Date, an amount equal to the Series 2021-A Percentage of fees payable to the
Trustee with respect to the Series 2021-A Notes on such Payment Date.


 


“Series-Specific
2021-A Collateral” means each Series 2021-A Interest Rate Caps, each Series 2021-A Letter of Credit, the Series 2021-A Account
Collateral with respect to each Series 2021-A Account and each Series 2021-A Demand Note.


 


“SOFR”
means a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal Reserve Bank of New
York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently
at http://www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by the administrator
of the secured overnight financing rate from time to time).


 






    Schedule I-61


     


    

 


“Specified Bankruptcy
Opinion Provisions” means the provisions contained in the legal opinions delivered in connection with the issuance of the Series
2021-A Notes or, if applicable, amendments to any Series 2021-A Related Documents, in each case relating to the non-substantive consolidation
of Hertz and HGI on the one hand, and each Leasing Company, HVF III and Hertz Vehicles LLC, on the other hand.


 


“Specified Cost Section”
means Sections 3.5 (Increased or Reduced Costs, etc), 3.6 (Funding Losses), 3.7 (Increased Capital
Costs) and/or 3.8 (Taxes).


 


“Subsidiary”
of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power
of shares of Capital Stock or other equity interests (including partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly,
by (i) such Person or (ii) one or more Subsidiaries of such Person.


 


“Taxes”
has the meaning specified in Section 3.8(a) (Taxes).


 


“Term”
has the meaning specified in Section 2.6(a) (Term).


 


“Term SOFR”
means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the
Relevant Governmental Body.


 


“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated
by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.


 


“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


“UK Risk Retention
Requirements” means the requirements of Article 6 of the UK Securitisation Regulation, together with any guidance published
in relation thereto by the PRA and/or FCA, including any regulatory and/or implementing technical standards, provided that any reference
to the UK Risk Retention Requirements shall be deemed to include any successor or replacement provisions of Article 6 of the UK Securitisation
Regulation included in any UK law or regulation.


 


“UK Securitisation
Regulation” means the EU Securitisation Regulation enacted as retained direct EU law in the UK by virtue of the operation of
the European Union (Withdrawal) Act 2018, as amended by the Securitisation (Amendment) (EU Exit) Regulations 2019 (SI 2019/660) (including
any implementing regulation, secondary legislation, technical and official guidance relating thereto (in each case, as amended, varied
or substituted from time to time)).


 


“Volcker Rule”
means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.


 


“Voting Stock”
means, with respect to any Person, shares of Capital Stock entitled to vote generally in the election of directors to the board of directors
or equivalent governing body of such Person.


 






    Schedule I-62


     


    

 


“Write-Down and Conversion
Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-in Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.


 






    Schedule I-63


     


    

 





Schedule
VII

TO THE SERIES 2021-A SUPPLEMENT


 


MONTHLY NOTEHOLDERS’ STATEMENT INFORMATION


 




	•	Aggregate Principal Amount
	 	 
	•	Class A Monthly Interest Amount
	 	 
	•	Class A Principal Amount
	 	 
	•	Class A Adjusted Principal Amount
	 	 
	•	Class A/B Adjusted Principal Amount
	 	 
	•	Class RR Adjusted Principal Amount
	 	 
	•	Class A/B Adjusted Principal Amount
	 	 
	•	Class A Asset Coverage Threshold Amount
	 	 
	•	Class B Asset Coverage Threshold Amount
	 	 
	•	Class B Monthly Interest Amount
	 	 
	•	Class B Principal Amount
	 	 
	•	Class RR Monthly Interest Amount
	 	 
	•	Class RR Monthly Interest Amount
	 	 
	•	Series 2021-A Available L/C Cash Collateral Account Amount
	 	 
	•	Series 2021-A Available Reserve Account Amount
	 	 
	•	Series 2021-A Letter of Credit Amount
	 	 
	•	Series 2021-A Letter of Credit Liquidity Amount
	 	 
	•	Series 2021-A Liquid Enhancement Amount
	 	 
	•	Series 2021-A Principal Amount
	 	 
	•	Series 2021-A Required Liquid Enhancement Amount
	 	 
	•	Series 2021-A Required Reserve Account Amount
	 	 
	•	Series 2021-A Reserve Account Deficiency Amount



 






    Schedule VII-1


     


    

 


	•	Determination Date
	 	 
	•	Aggregate Asset Amount
	 	 
	•	Aggregate Asset Amount Deficiency
	 	 
	•	Aggregate Asset Coverage Threshold Amount
	 	 
	•	Asset Coverage Threshold Amount
	 	 
	•	Carrying Charges
	 	 
	•	Cash Amount
	 	 
	•	Collections
	 	 
	•	Due and Unpaid Lease Payment Amount
	 	 
	•	Interest Collections
	 	 
	•	Percentage
	 	 
	•	Principal Collections
	 	 
	•	Payment Date
	 	 
	•	Series 2021-A Accrued Amounts
	 	 
	•	Series 2021-A Adjusted Asset Coverage Threshold Amount
	 	 
	•	Series 2021-A Asset Amount
	 	 
	•	Series 2021-A Asset Coverage Threshold Amount
	 	 
	•	Class A Blended Advance Rate
	 	 
	•	Class B Blended Advance Rate
	 	 
	•	Class RR Blended Advance Rate
	 	 
	•	Series 2021-A Capped Administrator Fee Amount
	 	 
	•	Series 2021-A Capped HVF III Operating Expense Amount
	 	 
	•	Series 2021-A Capped Trustee Fee Amount
	 	 
	•	Class A Adjusted Advance Rate
	 	 
	•	Class B Adjusted Advance Rate
	 	 
	•	Class A Blended Advance Rate Weighting Numerator



 






    Schedule VII-2


     


    

 


	•	Class B Blended Advance Rate Weighting Numerator
	 	 
	•	Class RR Adjusted Advance Rate
	 	 
	•	Class A Concentration Adjusted Advance Rate
	 	 
	•	Class B Concentration Adjusted Advance Rate
	 	 
	•	Class RR Concentration Adjusted Advance Rate
	 	 
	•	Class A Concentration Excess Advance Rate Adjustment
	 	 
	•	Class B Concentration Excess Advance Rate Adjustment
	 	 
	•	Class RR Concentration Excess Advance Rate Adjustment
	 	 
	•	Class A MTM/DT Advance Rate Adjustment
	 	 
	•	Class B MTM/DT Advance Rate Adjustment
	 	 
	•	Class RR MTM/DT Advance Rate Adjustment
	 	 
	•	Series 2021-A Concentration Excess Amount
	 	 
	•	Series 2021-A Eligible Investment Grade Non-Program Vehicle Amount
	 	 
	•	Series 2021-A Eligible Investment Grade Program Receivable Amount
	 	 
	•	Series 2021-A Eligible Investment Grade Program Vehicle Amount
	 	 
	•	Series 2021-A Eligible Non-Investment Grade (High) Program Receivable Amount
	 	 
	•	Series 2021-A Eligible Non-Investment Grade (Low) Program Receivable Amount
	 	 
	•	Series 2021-A Eligible Non-Investment Grade Non-Program Vehicle Amount
	 	 
	•	Series 2021-A Eligible Non-Investment Grade Program Vehicle Amount
	 	 
	•	Series 2021-A Manufacturer Concentration Excess Amount
	 	 
	•	Series 2021-A Non-Investment Grade (High) Program Receivable Concentration Excess Amount
	 	 
	•	Series 2021-A Non-Liened Vehicle Concentration Excess Amount
	 	 
	•	Series 2021-A Remainder AAA Amount
	 	 
	•	Series 2021-A Excess Administrator Fee Amount
	 	 
	•	Series 2021-A Excess HVF III Operating Expense Amount
	 	 
	•	Series 2021-A Excess Trustee Fee Amount



 






    Schedule VII-3


     


    

 


	•	Series 2021-A Failure Percentage
	 	 
	•	Series 2021-A Floating Allocation Percentage
	 	 
	•	Series 2021-A Administrator Fee Amount
	 	 
	•	Series 2021-A Trustee Fee Amount
	 	 
	•	Series 2021-A Interest Period
	 	 
	•	Series 2021-A Invested Percentage
	 	 
	•	Series 2021-A Market Value Average
	 	 
	•	Series 2021-A Non-Liened Vehicle Amount
	 	 
	•	Series 2021-A Non-Program Fleet Market Value
	 	 
	•	Series 2021-A Non-Program Vehicle Disposition Proceeds Percentage Average
	 	 
	•	Series 2021-A Percentage
	 	 
	•	Series 2021-A Principal Amount
	 	 
	•	Series 2021-A Principal Collection Account Amount
	 	 
	•	Series 2021-A Rapid Amortization Period
	 	 
	•	Normal Base Rent calculations
	 	 
	•	Manufacturer Limits and actual percentages
	 	 
	•	Daily Summary worksheet with ABS NBV and Fair Market Value advance rate calculations
	 	 
	•	Fair Market Value Report including break-out by Original Equipment Manufacturer
	 	 
	•	Series 2021-A Third-Party Market Value break-out by medium duty trucks
	 	 
	•	Mark to Market Disposition testing break-out by medium duty trucks



 


The Trustee shall provide to the Series 2021-A Noteholders, or their designated agent, copies of each Monthly Noteholders’ Statement.




 


Upon
request to the Trustee, any Series 2021-A Noteholders shall receive the following, in addition to the above:




 


	•	Copies of the VIN-level data tapes that will be provided to the Back-Up Disposition Agent
	 	 
	•	Following and during the continuation of a Series 2021-A Amortization Event, a monthly VIN-level disposition data tape



 






    Schedule VII-4


     


    

 


	•	Following and during the continuation of a Series 2021-A Amortization Event, a monthly fleet inventory report with utilization metrics
	 	 
	•	A copy of the Monthly Casualty Report required under the Lease


 






    Schedule VII-5


     


    

 









Schedule
VIII


TO THE SERIES 2021-A SUPPLEMENT

  


CONDITIONS SUBSEQUENT TO FUNDING


 


		1.	All conditions precedent to the effectiveness and consummation of the Fourth Modified Second Amended Joint
Chapter 11 Plan of Reorganization of The Hertz Corporation and its Debtor Affiliates, filed in the voluntary cases commenced under Chapter
11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (as amended) in the United States Bankruptcy Court for the
District of Delaware, jointly administered under Case No. 20-11218 (MFW) on April 22, 2021 Docket No. 4129, shall have been satisfied
or waived in accordance with the terms of such Plan of Reorganization, or shall occur contemporaneously with the release of funds from
the Series 2021-A Principal Collection Account in accordance with Section 2.2(b)(ii) of this Series Supplement (the “Series 2021-A
Subsequent Funding”).



 


		2.	The following documents have been duly executed and delivered by all parties thereto and delivered to
the Trustee and the Program Agent, each in form and substance reasonably satisfactory to the Program Agent:



 


- Fifth Amended and Restated Vehicle Title
Nominee Agreement;


 


- Fifth Amended and Restated Collateral
Agency Agreement;


 


- Amended and Restated Master Purchase
and Sale Agreement;


 


- HVF Purchase Agreement;


 


- HVIF Purchase Agreement; and


 


- Financing Source and Beneficiary Supplement
(with respect to the Series 2021-A Notes).


 


		3.	The organizational documents of each of HGI and the Nominee shall have been amended and restated to add certain provisions consistent
with current rating agency criteria for special purpose subsidiaries and shall be reasonably satisfactory to the Program Agent .



 


		4.	The following opinions have been delivered to the Trustee and the Program Agent, each dated as of the subsequent funding date and
addressed to the Trustee, the Program Agent, the Committed Note Purchasers, the Conduit Investors and the Funding Agents, in form and
substance reasonably satisfactory to the Program Agent and their counsel:



 


		-	Opinions of White & Case LLP, special New York counsel to HVF III, Hertz, HGI and the Nominee, regarding:



 


(1) the enforceability
of the Series 2021-A Related Documents, the exemption from registration as an “investment company” under the Investment Company
Act of HVF III and the Nominee, required authorizations and consents, no violations of law or regulation, the validity of the security
interests created under the Related Documents, perfection with respect to the Indenture Collateral, each Series 2021-A Account, and all
other Series-Specific Collateral granted under the Series 2021-A Supplement, and securities law matters, and such other matters as the
Program Manager may reasonably request;


 






    Schedule VIII-1


     


    

 


(2) the substantive
non-consolidation of the assets and liabilities of HVF III or the Nominee with those of Hertz or HGI, and whether in the event of a bankruptcy
of Hertz timely payment of rent by Hertz under the Lease would be avoidable or recoverable as preferences under Section 547(b) of the
Bankruptcy Code;


 


(3) the treatment of
the Lease as a “true lease” for the purposes of the provisions of Section 365(d) of the Bankruptcy Code;


 


(4) the treatment of
the transfers of vehicles to HVF III pursuant to the Purchase Agreement, the HVF Purchase Agreement and the HVIF Purchase Agreement as
 “true sales” for the purposes of the provisions of Section 541 of the Bankruptcy Code;


 


(5) whether in the event
of a bankruptcy of the Nominee any beneficial economic interest as opposed to bare legal title in the Vehicle Collateral would become
property of the Nominee’s bankruptcy estate;


 


(6) no conflict with
material debt agreements or, to its knowledge, court orders, and such other matters as the Program Agent may reasonably request;


 


(7) the perfection of
the security interests created under the Collateral Agency Agreement in Eligible Vehicles registered in the State of California;


 


(8) the perfection of
the security interests created under the Collateral Agency Agreement in Group I Eligible Vehicles registered in the State of Florida;


 


(9) the treatment of the Series 2021-A
Notes as debt for US federal tax purposes;


 


		-	Opinions of Richards, Layton & Finger, P.A., special Delaware counsel to HVF III, HGI, the Nominee,
regarding:



 


(1) the due organization
of HVF III, the enforceability of the HVF III LLC Agreement, including certain provisions thereof relating to the filing of a voluntary
bankruptcy petition by the members of HVF III, the rights of a judgment creditor of such members against the property of HVF III, treatment
as a separate legal entity and the impact of the bankruptcy or dissolution of such members on HVF III;


 


(2) the due organization
of HGI, the enforceability of the limited liability company agreement of HGI against each of its members, including certain provisions
thereof relating to the filing of a voluntary bankruptcy petition by such members, the rights of a judgment creditor of such members against
the property of HGI, treatment as a separate legal entity and the impact of the bankruptcy or dissolution of such members on HGI;


 






    Schedule VIII-2


     


    

 


(3) the due organization
of the Nominee, the enforceability of the limited liability company agreement of the Nominee against each of its members, including certain
provisions thereof relating to the filing of a voluntary bankruptcy petition by such members, the rights of a judgment creditor of such
members against the property of the Nominee, treatment as a separate legal entity and the impact of the bankruptcy or dissolution of such
members on the Nominee;


 


(4) the due organization of the HVF and
other corporate matters relating to HVF;


 


(5) the due organization of the HVF II
and other corporate matters relating to HVF II;


 


(6) the due organization
of the THC and other corporate matters relating to THC;


 


(7) the applicability of Delaware law
to the determination of what persons have the authority to file a voluntary bankruptcy petition on behalf of HVF III;


 


(8) the applicability
of Delaware law to the determination of what persons have the authority to file a voluntary bankruptcy petition on behalf of HGI;


 


(9) the applicability
of Delaware law to the determination of what persons have the authority to file a voluntary bankruptcy petition on behalf of the Nominee;


 


(10) regarding the filing
of UCC-1 financing statements and the perfection and priority of the security interests created under the Series 2021-A Related Documents;
and


 


(11) no conflict with
organizational documents, the General Corporation Law of the State of Delaware and the Limited Liability Company Act of the State of Delaware.


 


		-	Opinion of Hall Estill LLP, counsel to DTG, in form and substance reasonably satisfactory to the Program
Agent and their counsel;



 


		-	Opinion of Perkins Coie LLP, counsel to the Trustee and Collateral Agent, in form and substance reasonably
satisfactory to the Program Agent and their counsel; and



 


		-	Opinion of Mintz & Gold LLP, as counsel to the Back-up Administrator, pertaining to the enforceability
of the Back-up Administration Agreement.



 


		4.	The Trustee shall have received an Officer’s Certificate of HVF III pursuant Sections 2.2(b)(v)
and 13.3 of Base Indenture.



 


		5.	The Trustee shall have received an Secretary’s Certificate of the Nominee, HVF, HVIF and HGI regarding
incumbency, formation and other matters.



 


		6.	The Trustee and the Program Agent shall have received:



 


		-	powers of attorney with respect to each Series 2021-A Related Document delivered on or prior to the subsequent
funding date (to the extent required thereunder);



 


		-	an Officer’s Certificate of BNYM regarding the: establishment of accounts under the Series 2021-A
Related Documents; and



 






    Schedule VIII-3


     


    

 


		-	good standing certificates of Hertz, HGI, DTG, HVF III and the Nominee.



 


		7.	All conditions precedent to the issuance and sale of the Series 2021-1 Rental Car Asset Backed Notes (the
 “Series 2021-1 Notes”) and the Series 2021-2 Rental Car Asset Backed Notes (the “Series 2021-2 Notes” and, together
with the Series 2021-1 Notes, the “Series 2021-1/2 Notes”) set forth in Section 5 of each Note Purchase Agreement, dated June
24, 2021, with respect to the related Series of Notes shall have been satisfied or waived in accordance with the related Note Purchase
Agreement.



 


		8.	Wire instructions shall have been delivered for each Committed Note Purchaser to receive its respective
Up-Front Fee and any Arranger Fee, Commitment Fee and/or Structuring Fee, as applicable and in each case, as set forth in the related
Fee Letter on the Chapter 11 Exit Date (or shall receive such fees contemporaneously with the Series 2021-A Subsequent Funding).



 






    Schedule VIII-4


     


    

 





Schedule
IX

TO THE SERIES 2021-A SUPPLEMENT


 


Financial Covenants included in the Hertz Senior Financial Covenant
Breach


 


(a)         Commencing with the last day
of the first full calendar month following the Closing Date until the expiration of the Relief Period, the Parent Borrower and its Restricted
Subsidiaries shall maintain minimum Liquidity of at least (i) $500,000,000 on the last day of each calendar month falling within each
fiscal quarter ending on March 31 or December 31 and (ii) $400,000,000 on the last day of each calendar month falling within each fiscal
quarter ending on June 30 or September 30 (the “Liquidity Covenant”).


 


(b)         Commencing with the first fiscal quarter following the expiration of the Relief Period, the Parent Borrower and its Restricted
Subsidiaries shall not permit the Consolidated First Lien Leverage Ratio as at the last day of the Most Recent Four Quarter Period ending
during any period set forth below to exceed the ratio set forth below opposite such period below (the “Financial Maintenance
Covenant”):


 


	Fiscal Quarter Ending	Consolidated First Lien 

Leverage Ratio
	March 31 or December 31 of any fiscal year	3.00:1.00
	June 30 or September 30 of any fiscal year	3.50:1.00



 


Definitions


 


The covenants set forth above are those set forth
in Section 8.9 of the Credit Agreement, dated as of June 30, 2021, establishing the Senior Facilities. Capitalized terms used in the above
description are set forth the Credit Agreement, dated as of June 30, 2012, among Hertz together with certain of Hertz’s
subsidiaries, as borrower, the several banks and financial institutions from time to time party thereto, as lenders, Barclays Bank PLC,
as Program Agent and collateral agent, and the other financial institutions party thereto from time to time, as may be amended, modified
or supplemented from time to time.


 






    Schedule IX-1