Exhibit 10.1


 


EXECUTION VERSION


 





Dated 22 May 2020


 


WAIVER AGREEMENT 


between 


 


International Fleet Financing No.
2 B.V.


as Issuer, Dutch Noteholder, FCT Noteholder,
German Noteholder and Spanish Noteholder


 


Hertz Automobielen Nederland B.V.


as Dutch OpCo, Dutch Lessee, Dutch Administrator
and Dutch Servicer


 


Stuurgroep Fleet (Netherlands)
B.V.


as Dutch Fleetco, Dutch Lessor


 


Stuurgroep Fleet (Netherlands)
B.V. Sucursal en España


as Spanish Fleetco and Spanish Lessor


 


Hertz France S.A.S.


as French OpCo, French Lessee, French Administrator
and French Servicer


 


RAC Finance S.A.S.


as French Fleetco and French Lessor


 


Hertz de Espana S.L.U.


as Spanish OpCo, Spanish Lessee, Spanish
Administrator and Spanish Servicer


 


Hertz Autovermietung GmbH


as German OpCo, German Lessee, German Administrator
and German Servicer


 


Hertz Fleet Limited


as German Fleetco and German Lessor


 


Eurotitrisation S.A.


as FCT Management Company on behalf of
FCT YELLOW CAR


 


BNP Paribas S.A.


as French Lender and FCT Servicer


 






     


     


    

 


BNP Paribas Trust Corporation UK
Limited


as Issuer Security Trustee, Dutch Security
Trustee, French Security Trustee, German Security Trustee 

and Spanish Security Trustee


 


Hertz Europe Limited


as Issuer Administrator


 


Hertz Holdings Netherlands B.V.


as Subordinated Noteholder and Subordinated
Note Registrar


 


The Hertz Corporation


as the Guarantor


 


Credit Agricole Corporate and Investment
Bank


as Administrative Agent, Class A Committed
Note Purchaser and Class A Funding Agent


 


Matchpoint Finance Public Limited
Company


as Class A Conduit Investor and Class A
Committed Note Purchaser


 


BNP Paribas S.A.


as Class A Funding Agent


 


Deutsche Bank AG, London Branch


as Class A Committed Note Purchaser and
Class A Funding Agent


 


Barclays Bank PLC


as Class A Committed Note Purchaser and
Class A Funding Agent


 


HSBC France


as Class A Committed Note Purchaser and
Class A Funding Agent


 


Managed and Enhanced Tap (Magenta)
Funding S.T.


as Class A Conduit Investor and Class A
Committed Note Purchaser


 


NATIXIS S.A.


as Class A Funding Agent


 


Irish Ring Receivables Purchaser
Designated Activity Company


as Class A Conduit Investor


 


Royal Bank of Canada, London Branch


as Class A Committed Note Purchaser and
Class A Funding Agent


 






    2


     


    

 


Gresham Receivables (No. 32) UK
Limited


as Class A Conduit Investor and Class A
Committed Note Purchaser


 


and


 


Lloyds Bank PLC


as Class A Funding Agent


 






    3


     


    

 


EXECUTION VERSION


 


This Agreement is made on 22 May 2020


 


Between:


 


		(1)	International
                                         Fleet Financing No. 2 B.V. a private company with limited liability (besloten
                                         vernootschap met beperkte aansprakelijkheid) incorporated and existing in The Netherlands
                                         and registered with the Dutch Trade Register of the Dutch Chamber of Commerce under number
                                         34394429 and having its principal place of business at Fourth Floor, 3 George’s
                                         Dock, IFSC, Dublin 1, Ireland, as Issuer (the “Issuer”; “Dutch
                                         Noteholder”, “FCT Noteholder”, “German Noteholder”
                                         and “Spanish Noteholder”);



 


		(2)	Hertz
                                         Automobielen Nederland B.V. a private company with limited liability (besloten
                                         vennootschap met beperkte aansprakelijkheid), incorporated and existing under Dutch
                                         law, with its corporate seat in Amsterdam, the Netherlands, having its registered address
                                         at Siriusdreef 62, 2132 WT Hoofddorp, the Netherlands, registered with the Trade Register
                                         of the Chamber of Commerce under number 34049337 (“Dutch OpCo”, “Dutch
                                         Lessee”, “Dutch Administrator” and “Dutch Servicer”);



 


		(3)	Stuurgroep
                                         Fleet (Netherlands) B.V. a private company with limited liability (besloten vennootschap
                                         met beperkte aansprakelijkheid) incorporated and existing under the laws of the Netherlands,
                                         having its official seat in Amsterdam, the Netherlands, and its office at Siriusdreef
                                         62, 2132 WT Hoofddorp, the Netherlands, registered with the Trade Register of the Dutch
                                         Chamber of Commerce under number 34275100 (“Dutch Fleetco” and “Dutch
                                         Lessor”)



 


		(4)	Stuurgroep
                                         Fleet (Netherlands) B.V. Sucursal en España Spanish branch of Dutch FleetCo
                                         incorporated and existing under the laws of Spain, whose registered office is at calle
                                         Jacinto Benavente, 2, Edificio B, 3a planta, Las Rozas de Madrid, Madrid, Spain
                                         and registered with the Commercial Registry of Madrid under Volume 37748, Book M-672439,
                                         Folio 1 (“Spanish Fleetco” and “Spanish Lessor”)



 


		(5)	Hertz
                                         France S.A.S. a company incorporated as a société par actions simplifiée
                                         incorporated and existing under the laws of France, registered with the Commercial
                                         and Company Registry of Versailles under number 377839667, whose registered office is
                                         at 1/3 avenue Westphalie, Immeuble Futura 3, 78180 Montigny Le Bretonneux, France (“French
                                         OpCo”, “French Lessee”, “French Administrator”
                                         and “French Servicer”);



 


		(6)	RAC
                                         Finance S.A.S. a company incorporated and existing under the laws of France, with
                                         registered number 487581498, whose registered address is at 172 avenue Marcel Dassault,
                                         60000 Beauvais, France (“French Fleetco” and “French Lessor”);



 


		(7)	Hertz
                                         de Espana S.L.U. a limited liability company incorporated and existing under the
                                         laws of Spain, with registered office at calle Jacinto Benavente 2, Edificio B, 3a
                                         planta, Las Rozas, Madrid, Spain and Spanish Tax Id number B-28121549 (“Spanish
                                         OpCo”, “Spanish Lessee”, “Spanish Administrator”
                                         and “Spanish Servicer”);



 


		(8)	Hertz
                                         Autovermietung GmbH incorporated and existing under the laws of Germany with registered
                                         number HRB 52255 in the Commercial Register (Handelsregister) of the Local Court
                                         (Amtsgericht) of Frankfurt am Main, a company with limited liability incorporated
                                         in Germany with its principal place of business in Germany, whose registered office is
                                         at Ginnheimer Straße 4, 65670 Eschborn, Germany (“German OpCo”,
                                         “German Lessee”, “German Administrator” and “German
                                         Servicer”);



 


		(9)	Hertz
                                         Fleet Limited a company with limited liability incorporated and existing under the
                                         laws of Ireland, with registered number 412465, whose registered office is at Hertz Europe
                                         Service Centre, Swords Business Park, Swords, Co. Dublin, Ireland (“German Fleetco”
                                         and “German Lessor”)



 






    


     


    

 


		(10)	Eurotitrisation
                                         S.A. a société anonyme incorporated and existing under the laws
                                         of France, duly licensed as a portfolio management company (société
                                         de gestion de portefeuille) under number GP 14000029 authorized to manage alternative
                                         investment funds, having its registered office at 12, rue James Watt 93200, Saint-Denis,
                                         France, registered with the Trade and Companies Registry of Bobigny (Registre du Commerce
                                         et des Societes de Bobigny) under number B 352 458 368 or, as the case may be, any
                                         other institution which would be subsequently appointed as management company in accordance
                                         with the terms of the FCT Regulations (“FCT Management Company on behalf of
                                         FCT Yellow Car”);



 


		(11)	BNP
                                         Paribas S.A. a company incorporated and existing under the laws of France, with registered
                                         number 662 042 449, whose registered address is at 16 boulevard des Italiens 75009 Paris,
                                         France (“French Lender” and “FCT Servicer”);



 


		(12)	BNP
                                         Paribas Trust Corporation UK Limited a company incorporated and existing under the
                                         laws of England and Wales, with registered number 04042668, whose registered address
                                         is at 10 Harewood Avenue, London NW1 6AA, United Kingdom (“Issuer Security Trustee”,
                                         “Dutch Security Trustee”, “French Security Trustee”,
                                         “German Security Trustee” and “Spanish Security Trustee”);



 


		(13)	Hertz
                                         Europe Limited a company incorporated and existing under the laws of England and
                                         Wales, with registered number 01008739, whose registered address is at Hertz House, 11
                                         Vine Street, Uxbridge UB8 1QE, United Kingdom (“Issuer Administrator”);



 


		(14)	Hertz
                                         Holdings Netherlands B.V. incorporated and existing under the laws of the Netherlands,
                                         with registered number 24134976, whose registered address is at Siriusdreef 62, 2132,
                                         WT Hoofddorp, The Netherlands (“Subordinated Noteholder” and “Subordinated
                                         Note Registrar”)



 


		(15)	The
                                         Hertz Corporation a company incorporated and existing under the laws of Delaware
                                         acting through its offices at 225 Brae Boulevard, Park Ridge, New Jersey 07656, U.S.A.
                                         (the “Guarantor”);



 


		(16)	Credit
                                         Agricole Corporate and Investment Bank a company incorporated and existing under
                                         the laws of France, with registered number 204187701 (“Administrative Agent”,
                                         “Class A Committed Note Purchaser” and “Class A Funding Agent”);



 


		(17)	Matchpoint
                                         Finance Public Limited Company a company incorporated and existing under the laws
                                         of Ireland, with registered number 386704 (“Class A Conduit Investor”
                                         and “Class A Committed Note Purchaser”);



 


		(18)	BNP
                                         Paribas S.A. a company incorporated and existing under the laws of France, acting
                                         through its London Branch, with registered number BR000170, at 10 Harewood Avenue, London
                                         NW1 6AA, United Kingdom (“Class A Funding Agent”);



 


		(19)	Deutsche
                                         Bank AG, London Branch a company incorporated and existing under the laws of England
                                         and Wales with registered number BR000005, whose registered address is at Winchester
                                         House, 1 Great Winchester Street, London, EC2N 2DB United Kingdom (“Class A
                                         Committed Note Purchaser” and “Class A Funding Agent”);



 


		(20)	Barclays
                                         Bank PLC a company incorporated and existing under the laws of England and Wales,
                                         with registered number 01026167, whose registered address is at 1 Churchill Place London
                                         E14 5HP, United Kingdom (acting through its investment bank) (“Class A Committed
                                         Note Purchaser” and “Class A Funding Agent”);



 


		(21)	HSBC
                                         France a company incorporated and existing under the laws of France, with registered
                                         number 775670284 (“Class A Committed Note Purchaser” and “Class
                                         A Funding Agent”);



 






    5


     


    

 


		(22)	Managed
                                         and Enhanced Tap (Magenta) Funding S.T. a company incorporated and existing under
                                         the laws of France, with registered number 520563479, whose registered address is at
                                         127 rue Amelot, 75011 Paris, France (“Class A Conduit Investor” and
                                         “Class A Committed Note Purchaser”);



 


		(23)	NATIXIS
                                         S.A. a company incorporated and existing under the laws of France, with registered
                                         number 542044524, whose registered address is at 30, avenue Pierre Mendès-France,
                                         75013 Paris, France (“Class A Funding Agent”);



 


		(24)	Irish
                                         Ring Receivables Purchaser Designated Activity Company a company incorporated and
                                         existing under the laws of Ireland, with registered number 408606, whose registered address
                                         is at 1st floor, 1-2 Victoria Buildings, Haddington Road, Dublin 4, Ireland (“Class
                                         A Conduit Investor”);



 


		(25)	Royal
                                         Bank of Canada, London Branch a Canadian chartered bank duly organised and validly
                                         existing under the laws of Canada acting through its London branch at Riverbank House,
                                         2 Swan Lane, London EC4R 3BF, United Kingdom (“Class A Committed Note Purchaser”
                                         and “Class A Funding Agent”)



 


		(26)	Gresham
                                         Receivables (No. 32) UK Limited a company incorporated and existing under the laws
                                         of England and Wales, with registered number 07805880, whose registered address is at
                                         C/O Wilmington Trust Sp Services (London) Limited Third Floor, 1 King's Arms Yard, London,
                                         EC2R 7AF, United Kingdom (“Class A Conduit Investor” and “Class
                                         A Committed Note Purchaser”); and



 


		(27)	Lloyds
                                         Bank PLC a company incorporated and existing under the laws of England and Wales,
                                         with registered number 00002065, whose registered address is at 25 Gresham Street, London,
                                         EC2V 7HN, United Kingdom (“Class A Funding Agent”),



 


each, a “Party”
and together, the “Parties”.


 


WHEREAS 


 


		(A)	Hertz
                                         and/ or its affiliates and the Issuer (the “Hertz Parties”) have informed
                                         the Waiving Parties of the recent, sudden and dramatic impacts of the COVID-19 pandemic
                                         on its business particularly and its industry generally;



 


		(B)	The
                                         Hertz Parties desire certain relief with respect to a potential Hertz Bankruptcy;



 


		(C)	The
                                         Hertz Parties desire certain relief with respect to a potential Senior Credit Facilities
                                         Default; and



 


		(D)	The
                                         Parties hereto have agreed to enter into this Waiver Agreement.



 


IT
IS AGREED as follows:


 


		1	Definitions
                                         and Interpretation



 


		1.1	In
                                         this Agreement:



 


Unless otherwise defined in this Agreement
or the context requires otherwise, capitalised words and expressions used in this Agreement have the meanings ascribed to them
in the Master Definitions and Constructions Agreement dated 25 September 2018 (as amended and restated from time to time) and
signed for identification by, amongst others, the Issuer and the Issuer Security Trustee (the “MDCA”).


 






    6


     


    

 


		1.2	In
                                         addition:



 


“Australian ABS Financing”
means the Australian ABS financing, by and among HA Fleet Pty Limited, as issuer, Hertz Australia Pty Limited, as administrator,
Citibank N.A., as administrative agent, certain committed note purchasers, certain conduit investors, certain funding agents for
the investor groups and P.T. Limited, as security trustee;


 


“Bankruptcy Filing”
means any voluntary petition made by Hertz for relief under chapter 11 of title 11 (“Chapter 11”) of the United
States Code (the “Bankruptcy Code”);


 


“Cashflow Forecast”
means the cashflow forecast delivered by the Issuer Administrator and FTI to the Administrative Agent and each Class A Funding
Agent on 19 May 2020.


 


“Default” means:


 


		(a)	any
                                         Potential Amortization Event, Amortization Event or Liquidation Event pursuant to paragraph
                                         (o) of Clause 7.1 (Amortization Events) of the Issuer Facility Agreement arising
                                         directly as a result of a Senior Credit Facilities Default;



 


		(b)	any
                                         Potential Lease Event of Default or Lease Event of Default solely with respect to a Hertz
                                         Bankruptcy under each of Clause 9.1.5 of the French Master Lease and Servicing Agreement;
                                         Clause 9.1.5 of the Dutch Master Lease and Servicing Agreement; Clause 9.1.5 of the German
                                         Master Lease and Servicing Agreement; and Clause 9.1.5 of the Spanish Master Lease and
                                         Servicing Agreement;



 


		(c)	any
                                         Potential Leasing Company Amortization Event or Leasing Company Amortization Event each
                                         of paragraph (j) of Clause 11.1 (Amortization Events) of the French Facility Agreement;
                                         paragraph (j) of Clause 10.1 (Amortization Events) of the Dutch Facility Agreement;
                                         paragraph (j) of Clause 10.1 (Amortization Events) of the German Facility Agreement;
                                         and paragraph (j) of Clause 10.1 (Amortization Events) of the Spanish Facility Agreement,
                                         in each case insofar as such Potential Leasing Company Amortization Event or Leasing
                                         Company Amortization Event relates solely to and arises directly as a result of the occurrence
                                         of a Potential Lease Event of Default or Lease Event of Default described in paragraph
                                         (b) above;



 


		(d)	any
                                         Potential Amortization Event, Amortization Event or Liquidation Event pursuant to paragraph
                                         (e) of Clause 7.1 (Amortization Events) of the Issuer Facility Agreement insofar
                                         as such Potential Amortization Event, Amortization Event or Liquidation Event relates
                                         solely to and arises directly as a result of the occurrence of a Potential Leasing Company
                                         Amortization Event or Leasing Company Amortization Event described in paragraph (c) above.



 


“Effective Date” means
the later of (a) the date of any Hertz Bankruptcy and (b) the date on which the Waiver Effective Conditions have been satisfied;


 


“European Borrowing Base Group”
has the meaning given to such term in the offering memorandum in respect of the High Yield Bonds due 2023 dated 9 March 2018,
in each case in the form as at the date of this Agreement;


 


“Financial Advisor”
means Alvarez and Marsal Europe LLP or such other single financial advisor as may be appointed by the Administrative Agent, the
Conduit Investors and/or Committed Note Purchasers from time to time;


 


“Foreign Restricted Group”
means the European Borrowing Base Group and any Restricted Subsidiary of the Parent Guarantor that is not located in the United
States of America or Canada;


 


“Hertz Australian Entity”
means any Hertz Party incorporated in Australia.


 






    7


     


    

 


“Hertz Bankruptcy”
means the occurrence of the Bankruptcy Filing;


 


“HHN” means Hertz Holdings
Netherlands B.V.;


 


“High Yield Bonds”
means the €225,000,000 aggregate principal amount outstanding of 4.125% Senior Notes due 2021 (ISIN: XS1492665770/XS1492665267;
Common Code: 149266577/149266526) and the €500,000,000 aggregate principal amount outstanding of 5.500% Senior Notes due
2023 (ISIN: XS1790929217/XS1790940883; Common Code: 179092921/179094088) issued by HHN;


 


“Indebtedness” has
the meaning given to such term in each of the offering memoranda in respect of the High Yield Bonds dated 13 September 2016 and
9 March 2018, in each case in the form as at the date of this Agreement;


 


“Parent Guarantor”
means Hertz.


 


“Restricted Subsidiary”
has the meaning given to such term in each of the offering memoranda in respect of the High Yield Bonds dated 13 September 2016
and 9 March 2018, in each case in the form as at the date of this Agreement;


 


“Senior Credit Facilities Default”
means the occurrence or continuance of any event of default or other default (howsoever described) under the Senior Credit Facilities
arising directly out of the fact of the Bankruptcy Filing;


 


“Significant Subsidiaries”
has the meaning given to such term in each of the offering memoranda in respect of the High Yield Bonds dated 13 September 2016
and 9 March 2018, in each case in the form as at the date of this Agreement;


 


“Subordinated Obligations”
has the meaning given to such term in each of the offering memoranda in respect of the High Yield Bonds dated 13 September 2016
and 9 March 2018, in each case in the form as at the date of this Agreement;


 


“UK Fleet Financing”
means the UK vehicle financing, between Hertz (U.K.) Limited, as hirer, Hertz Vehicle Financing U.K. Limited as fleetco and Lombard
North Central PLC.


 


“Waiver Effective Conditions”
means each of the conditions specified in paragraph 3 of this Agreement.


 


“Waiver Expiry Date”
means 11.59 p.m. on 30 September 2020.


 


“Waiver Period” means
the period from and including the Effective Date to and including the Waiver Expiry Date.


 


“Waiving Parties” means
each of the Administrative Agent, the Issuer Security Trustee, each FleetCo Security Trustee, each Noteholder, each Class A Committed
Note Purchaser, each Class A Conduit Investor, each Class A Funding Agent and the French Lender.


 


		1.3	The
                                         provisions of clause 2 (Principles of Interpretation and Construction) of the
                                         MDCA shall apply herein as if set out in full herein and as if references therein to
                                         the “Master Definitions and Constructions Agreement” were to this Agreement.



 


		1.4	The
                                         parties agree that this Agreement is a “Related Document” for the purposes
                                         of the MDCA. The provisions of the Related Documents shall, save as expressly waived
                                         or amended pursuant to this Agreement, remain in full force and effect.



 






    8


     


    

 


		2	Waiver
                                         



 


Subject
to the terms and conditions set out in this Agreement and in consideration for the matters specified in paragraph 5 (Waiver
Terms), the Waiving Parties hereby waive, with effect from the Effective Date until the Waiver Expiry Date any Default that
relates solely to and arises directly as a result of the Hertz Bankruptcy or the Senior Credit Facilities Default (the "Waiver").


 


		3	Waiver
                                         Effective Conditions



 


The
parties agree that the effectiveness of the Waiver shall be conditional upon the Issuer Administrator confirming in writing
by delivery of an Officer's Certificate to the Administrative Agent and the Noteholders that the requisite majority of creditors
under each of the High Yield Bonds, the UK Fleet Financing and the Australian ABS Financing have provided a waiver or amendment
in respect of (such waiver or amendment expiring no earlier than the Waiver Expiry Date) of any defaults, amortisation events,
acceleration events or similar or analogous events under such financings that would otherwise arise as a result of a Hertz Bankruptcy
and that such waivers are either already effective or will be automatically effective upon the occurrence of a Hertz Bankruptcy
(such waivers being the "Other Financing Waivers").


 


		4	Cancellation
                                         of Class A Maximum Principal Amount 



 


		4.1	On
                                         the date of this Agreement the Class A Maximum Principal Amount shall be permanently
                                         reduced and cancelled in the amount required such that immediately following such reduction
                                         and cancellation, the Class A Maximum Principal Amount is EUR 600,000,000 and each Class
                                         A Investor Group Principal Amount shall be reduced and cancelled accordingly.



 


		4.2	From
                                         and including the date of this Agreement and subject to the provisions of the Related
                                         Documents, the Issuer agrees that prior to implementing any addition of any Class A Additional
                                         Investor Group, the Class A Investor Group Maximum Principal Amount to be offered to
                                         such Class A Additional Investor Group shall first be offered to each existing Class
                                         A Investor Group by way of requesting a Class A Investor Group Maximum Principal Increase
                                         and each such existing Class A Investor Group may in their absolute discretion agree
                                         to such increase of their Class A Investor Group Maximum Principal Amount. For the avoidance
                                         of doubt, the Issuer may not request or effect any addition of a Class A Additional Investor
                                         Group where any member of that Class A Additional Investor Group is an Affiliate of Hertz.



 


		5	Waiver
                                         Terms



 


		5.1	Each
                                         of the Issuer, the Issuer Administrator, each OpCo (in all of its capacities) and each
                                         FleetCo represents to the Waiving Parties that on the date of this Agreement and on the
                                         Effective Date other than any Default that may have occurred and be continuing, no Amortization
                                         Event, Potential Amortization Event, Liquidation Event, Leasing Company Amortization
                                         Event, Potential Leasing Company Amortization Event, Lease Event of Default, Potential
                                         Lease Event of Default, Servicer Default, Potential Servicer Default, Issuer Administrator
                                         Default, Potential Issuer Administrator Default, FleetCo Administrator Default or Potential
                                         FleetCo Administrator Default has occurred or is continuing.



 


		5.2	Each
                                         Hertz Party represents to the Waiving Parties that as of the date of this Agreement,
                                         no member of the Foreign Restricted Group has sought any waiver or amendment from any
                                         of its creditors in respect of any defaults, amortisation events, acceleration events
                                         or other similar or analogous events arising directly as a result of the Hertz Bankruptcy
                                         or the Senior Credit Facilities Default save for the Waiver and the Other Financing Waivers.



 






    9


     


    

 


		5.3	On
                                         the date of this Agreement, the Issuer Administrator shall pay to Clifford Chance LLP
                                         ("Clifford Chance") GBP 350,000 on account with respect to their future
                                         time costs and out-of-pocket expenses (including disbursements) (the "Fee Reserve")
                                         and each Hertz Party agrees that:



 


		(a)	Clifford
                                         Chance will hold this amount on the basis that it may be applied at the discretion of
                                         Clifford Chance against their unpaid fees, costs and out-of-pocket expenses (including
                                         applicable VAT);



 


		(b)	the
                                         Fee Reserve shall be held in Clifford Chance's client account with HSBC Bank plc;



 


		(c)	Clifford
                                         Chance has no responsibility to any Hertz Party or anyone claiming through any Hertz
                                         Party for any loss arising out of the failure of HSBC Bank plc or any ability on its
                                         party to repay the funds representing the Fee Reserve at any time. For the avoidance
                                         of doubt there shall be no obligation to repay any part of the Fee Reserve not applied
                                         by Clifford Chance pursuant to paragraph 5.3(a) at any point before Clifford Chance's
                                         engagement has ended; and



 


		(d)	except
                                         where caused by the deliberate act or fraud by a member of Clifford Chance, Clifford
                                         Chance shall have no liability to any Hertz Party or any other person claiming through
                                         them for loss of funds caused in whole or in part by the unlawful act of any third party.



 


		5.4	With
                                         respect to the Lease Vehicles leased by French FleetCo to French OpCo under the French
                                         Master Lease, the French Servicer undertakes that the publication set out under clause
                                         6.11(a) of the French Master Lease will be made as soon as reasonably practicable with
                                         the competent French commercial register (greffe du tribunal de commerce) in respect
                                         of any and all leases of Lease Vehicles in force as at the Payment Date falling on 26
                                         May 2020, and thereafter as soon as reasonably practicable following each Payment Date.



 


		5.5	Within
                                         30 days of the date of this Agreement, the Issuer Administrator shall deliver to the
                                         Administrative Agent a de-fleeting plan which shall include projected timing for disposals
                                         and disposition proceeds and will include where possible information on buy-back and
                                         risk vehicle split, manufacturer and jurisdiction breakdown and unit breakdown and the
                                         estimated reduction in Class A Principal Amount.



 


		5.6	The
                                         Issuer Administrator and each OpCo shall provide the following information to each of
                                         the Administrative Agent, each Class A Funding Agent and the Financial Advisor:



 


		(a)	from
                                         and including 2 June 2020, on the Tuesday of each second calendar week (or if such day
                                         is not a Business Day, on the immediately following Business Day), a 13-week cashflow
                                         forecast in substantially the same form as the Cashflow Forecast; and



 


		(b)	as
                                         soon as reasonably practicable, a copy of any information delivered or published by any
                                         Hertz Party to any creditor in respect of the High Yield Bonds.



 


		5.7	The
                                         Issuer Administrator and each OpCo shall use reasonable efforts to facilitate access
                                         by the Administrative Agent, each Noteholder, each Class A Committed Note Purchaser,
                                         each Class A Conduit Investor, each Class A Funding Agent and the Financial Advisor and
                                         their legal and other advisors to all documents and other information reasonably requested
                                         by them, including, but not limited to, information as to cash flows and liquidity, information
                                         relating to any financings of the Foreign Restricted Group including the financing provided
                                         pursuant to the Related Documents, the High Yield Bonds and the UK Fleet Financing (together,
                                         the “Foreign Restricted Group Financings”), any other material information
                                         provided to other creditors of Foreign Restricted Group Financings and the intercompany
                                         loan (credit and balance) position of the Foreign Restricted Group.



 






    10


     


    

 



 


		5.8	The
                                         Issuer Administrator shall notify the Waiving Parties in writing as soon as reasonably
                                         practicable if any of the Other Financing Waivers terminates or expires.



 


		5.9	The
                                         Issuer and the Issuer Administrator undertakes to each Waiving Party from the date of
                                         this Agreement that the terms of any waiver granted by any person with respect to the
                                         High Yield Bonds or the UK Fleet Financing shall, if in the reasonable determination
                                         of the Issuer Administrator such terms would be relevant to the interest of the Class
                                         A Noteholders, be offered to the Waiving Parties.



 


		5.10	Save
                                         in respect of German OpCo selling Vehicles to German FleetCo pursuant to and in accordance
                                         with the terms of the Master Fleet Purchase Agreement immediately following its purchase
                                         of such Vehicles from the relevant Manufacturer or Dealer pursuant to the applicable
                                         Vehicle Purchasing Agreement, each Hertz Party agrees that (and HHN agrees to procure
                                         that) from and including the date of this Agreement, no member of the Foreign Restricted
                                         group may sell any vehicle to any FleetCo.



 


		5.11	HHN
                                         undertakes to each Waiving Party that it shall ensure and procure that during the Waiver
                                         Period:



 


		(a)	no
                                         dividends or distributions shall be paid or declared by any member of the Foreign Restricted
                                         Group to Hertz or any Restricted Subsidiary outside Europe;



 


		(b)	no
                                         member of the Foreign Restricted Group shall purchase, redeem, retire or otherwise acquire
                                         for value any shares or capital stock of Hertz;



 


		(c)	no
                                         member of the Foreign Restricted Group shall purchase, repurchase, redeem, defease or
                                         otherwise voluntarily acquire or retire for value, prior to scheduled maturity, scheduled
                                         repayment or scheduled sinking fund payment, any Subordinated Obligations or Indebtedness
                                         owed to (i) Hertz or any Restricted Subsidiary that is not a member of the Foreign Restricted
                                         Group other than any such Indebtedness incurred following the commencement of the Waiver
                                         Period and in an amount not to exceed $50,000,000 or (ii) to any Hertz Australian Entity;
                                         and



 


		(d)	no
                                         member of the Foreign Restricted Group shall either through a single transaction or a
                                         series of related transactions, sell, lease, transfer or dispose of any property or assets
                                         of a member of the Foreign Restricted Group (including any shares in a member of the
                                         Foreign Restricted Group other than additional shares of HHN which may be issued to its
                                         existing parent) or make any loan to (i) any other person that is either Hertz or any
                                         of its Subsidiaries that is not a member of the Foreign Restricted Group (ii) or any
                                         Hertz Australian Entity, unless such sale, lease, transfer, disposition or loan is in
                                         the ordinary course of trading and consistent with past practice and where the aggregate
                                         fair market value of assets and loans in respect of all such transactions is less than
                                         $25,000,000.



 


		5.12	Upon
                                         any Hertz Party becoming aware of any breach of the terms of this Agreement, such Hertz
                                         Party shall immediately notify the Administrative Agent of such breach.



 


		6	Remedies



 


		6.1	If
                                         there is any material breach of or material failure to satisfy any of the representations,
                                         undertakings or conditions specified in paragraph 5 (Waiver Terms) or any failure
                                         to comply with paragraph 8 (Costs and Expenses), such breach shall constitute
                                         an Amortization Event and for so long as such event is continuing, either the Issuer
                                         Security Trustee may, by written notice to the Issuer, or the Required Noteholders may,
                                         by written notice to the Issuer and the Issuer Security Trustee, declare that an Amortization
                                         Event with respect to the Issuer Notes has occurred as of the date of the notice.



 






    11


     


    

 


		6.2	If
                                         during the Waiver Period there (i) is any breach of any of the Other Financing Waiver
                                         in respect of the High Yield Bonds only and following such breach, the applicable group
                                         of creditors exercises any acceleration or enforcement right with respect to the High
                                         Yield Bonds as a result of such breach or (ii) such waiver terminates, then the occurrence
                                         of any of such events shall constitute an Amortization Event and for so long as such
                                         event is continuing, either the Issuer Security Trustee may, by written notice to the
                                         Issuer, or the Required Noteholders may, by written notice to the Issuer and the Issuer
                                         Security Trustee, declare that an Amortization Event with respect to the Issuer Notes
                                         has occurred as of the date of the notice. If such event continues for 30 consecutive
                                         days, a Liquidation Event will occur.



 


		6.3	Upon
                                         the expiry of the Waiver Period, if there is any event or circumstance that is continuing,
                                         that would have, but for the operation of the Waiver, constituted a Default, such event
                                         or circumstance shall immediately constitute a Default and either the Issuer Security
                                         Trustee may, by written notice to the Issuer, or the Required Noteholders may, by written
                                         notice to the Issuer and the Issuer Security Trustee, declare that such Default has occurred
                                         as of the date of the notice.



 


		7	No
                                         other waiver



 


The Waiver shall only apply to the matters
specifically referred to in this Agreement. It shall be without prejudice to any rights which any of the Waiving Parties may have
at any time in relation to any other circumstance or matter other than as specifically referred to in this Agreement (and whether
or not subsisting at the date of this Agreement), which rights shall remain in full force and effect.


 


		8	Costs
                                         and Expenses



 


		8.1	Whether
                                         or not the Effective Date occurs and without prejudice to any cost coverage, indemnity
                                         or equivalent provision in the Related Documents, upon written demand from any Waiving
                                         Party, each Hertz Party (on a joint and several basis) agrees to promptly and in any
                                         event within 3 Business Days of such demand pay all properly incurred and reasonable
                                         expenses of the Waiving Parties (including the properly incurred and reasonable fees
                                         and out-of-pocket expenses of counsel to each Waiving Party) in connection with the negotiation,
                                         preparation, execution, delivery and administration of this Agreement and any amendments,
                                         waivers, consents, supplements or other modifications to this Agreement as may be proposed
                                         from time to time.



 


		8.2	Each
                                         Hertz Party shall, jointly and severally, covenant, acknowledge and agree to fully cover,
                                         and pay on demand, the reasonable costs, charges and expenses of the Financial Advisor
                                         in such amount as expressly agreed in writing by the Issuer Administrator, provided that
                                         the Issuer Administrator (or another Hertz Party) has signed fee letters with the Financial
                                         Advisor (which the Issuer Administrator (and each other Hertz Party, as applicable) will
                                         act in good faith to agree and execute as soon as practicable following the date of this
                                         Agreement.



 


		8.3	Each
                                         Hertz Party agrees that it shall use reasonable endeavours to procure the co-operation
                                         of the Liquidation Co-ordinator in assisting with any reasonable request from any of
                                         the Administrative Agent, each Class A Funding Agent and the Financial Advisor and upon
                                         written demand of the Liquidation Co-ordinator, each Hertz Party (on a joint and several
                                         basis) agrees to promptly pay all properly incurred and reasonable fees and out-of-pocket
                                         expenses incurred by such Liquidation Co-ordinator in complying with such request for
                                         co-operation.



 


		9	Notices



 


Save as expressly provided in this Agreement, the Parties agree
that none of the parties to the Related Documents shall be required to deliver any notice in connection with the occurrence of
continuation of the Hertz Bankruptcy or Senior Credit Facilities Default.


 






    12


     


    

 


		10	Partial
                                         invalidity 



 


If, at any time, any provision hereof
is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity
or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of
any other jurisdiction will in any way be affected or impaired.


 


		11	Remedies
                                         and Waivers 



 


No failure to exercise, nor any delay
in exercising, on the part of any party to this Agreement, any right or remedy under this Agreement shall operate as a waiver,
nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other
right or remedy.


 


		12	Modifications
                                         



 


No amendment of any provision of this
Agreement shall be effective unless such amendment is in writing and signed by each of the parties hereto.


 


		13	Assignment



 


Save
in respect of any Class A Committed Note Purchaser or Class A Conduit Investor transferring or assigning any of its Class A Investor
Group Principal Amount, Class A Notes and related rights and obligations pursuant to and in accordance with the terms of the Issuer
Facility Agreement and provided that no such transfer or assignment shall be effective unless and until the applicable transferee
or assignee Class A Committed Note Purchase or Class A Conduit Investor has executed a deed poll in favour of the Hertz Parties
agreeing to be bound by the terms of this Agreement as if it was an original party hereto, none of the parties may assign, hold
on trust, transfer or otherwise dispose of all or any part of its rights or obligations under this Agreement without the
prior written consent of the other party.


 


		14	Third
                                         Party Rights 



 


Save
in respect of Clifford Chance in relation to paragraph 5.3 of this Agreement, the Financial Advisor in respect of paragraph 8.2
of this Agreement and each Liquidation Co-ordinator in respect of paragraph 8.3 of this Agreement, a person who is not a party
to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act")
to enforce or to enjoy the benefit of any term or provision of this Agreement.


 


		15	Counterparts



 


This
Agreement may be executed in any number of counterparts, and this has the same effect as if the signature on the counterparts
were on a single copy of this Agreement.


 


		16	Security
                                         Trustee Provisions 



 


		16.1	Each
                                         person that is party to this Agreement and is a Required Noteholder by its signing of
                                         Agreement hereby authorises, requests, directs and empowers the Issuer Security Trustee
                                         to enter into this Agreement, and to perform the transactions that this Agreement contemplates,
                                         pursuant to clause 7 of the Issuer Security Trust Deed.



 


		16.2	The
                                         Issuer Security Trustee by its signing of this Agreement hereby authorises, requests,
                                         directs and empowers the Dutch Security Trustee, the French Security Trustee, the German
                                         Security Trustee and the Spanish Security Trustee to enter into this Agreement pursuant
                                         to clause 7 of the Dutch Security Trust Deed, the French Security Trust Deed, the German
                                         Security Trust Deed and the Spanish Security Trust Deed respectively.



 






    13


     


    

 


		16.3	Each
                                         of the Dutch Security Trustee in respect of the Dutch FleetCo, the French Security Trustee
                                         in respect of the French FleetCo, the German Security Trustee in respect of the German
                                         FleetCo and the Spanish Security Trustee in respect of the Spanish FleetCo (in each acting
                                         on the instructions of the Issuer Security Trustee pursuant to paragraph 16.2 above)
                                         authorises, requests, directs and empowers the applicable FleetCo to enter into this
                                         Agreement insofar as and to the extent that the Related Documents provide that the FleetCos
                                         require the consent of the applicable FleetCo Security Trustee.



 


		16.4	Each
                                         party to this Agreement waives any and all formalities described in and required by the
                                         Security Trustees in the Related Documents in connection with the execution of this Agreement
                                         (provided that, in the case of the Issuer Security Trustee, it is acknowledged by the
                                         parties hereto that such waiver is made at the direction of the Required Noteholders,
                                         and in the case of the Dutch Security Trustee, the French Security Trustee, the German
                                         Security Trustee and the Spanish Security Trustee at the direction of the Issuer Security
                                         Trustee, each of whom by signing this Agreement makes and acknowledges such directions).



 


		16.5	Each
                                         party to this Agreement discharges and exonerates each Security Trustee from any and
                                         all liability for which it may have become or may become responsible under the Related
                                         Documents in respect of the execution of this Agreement or the implementation thereof.



 


		17	Non-Petition
                                         and Limited Recourse



 


		17.1	Non-Petition
                                         against the Issuer



 


Notwithstanding
anything to the contrary herein or any Issuer Related Document, only the Issuer Security Trustee may pursue the remedies available
under the general law or under the Issuer Security Trust Deed to enforce this Agreement, the Issuer Security or any Issuer
Note and no other Person shall be entitled to proceed directly against the Issuer in respect hereof (unless the Issuer Security
Trustee, having become bound to proceed in accordance with the terms of the Related Documents, fails or neglects to do so). Each
party hereto hereby agrees with and acknowledges to each of the Issuer and the Issuer Security Trustee until the date falling
one year and one day after the Legal Final Payment Date, that:


 


		(a)	it
                                         shall not have the right to take or join any Person in taking any steps against the Issuer
                                         for the purpose of obtaining payment of any amount due from the Issuer (other than serving
                                         a written demand subject to the terms of the Issuer Security Trust Deed); and



 


		(b)	neither
                                         it nor any Person on its behalf shall initiate or join any Person in initiating an Event
                                         of Bankruptcy or the appointment of any Insolvency Official in relation to the Issuer,
                                         provided that, the Issuer Security Trustee shall have the right to take any action pursuant
                                         to and in accordance with the relevant Issuer Related Documents and Issuer Security Documents.



 


		17.2	No
                                         Recourse Against the Issuer



 


Each party hereto agrees with
and acknowledges to each of the Issuer and the Issuer Security Trustee that, notwithstanding any other provision of any Issuer
Related Document, all obligations of the Issuer to such entity are limited in recourse as set out below:


 


		(a)	it
                                         will have a claim only in respect of the Issuer Collateral and will not have any claim,
                                         by operation of law or otherwise, against, or recourse to any of the other assets of
                                         the Issuer or its contributed capital;



 


		(b)	sums
                                         payable to it in respect of any of the Issuer’s obligations to it shall be limited
                                         to the lesser of (i) the aggregate amount of all sums due and payable to it and (ii)
                                         the aggregate amounts received, realised or otherwise recovered by or for the account
                                         of the Issuer Security Trustee in respect of the Issuer Security whether pursuant to
                                         enforcement of the Issuer Security or otherwise; and



 






    14


     


    

 


		(c)	upon
                                         the Issuer Security Trustee giving written notice that it has determined in its sole
                                         opinion that there is no reasonable likelihood of there being any further realisations
                                         in respect of the Issuer Security (whether arising from an enforcement of the Issuer
                                         Security or otherwise) which would be available to pay unpaid amounts outstanding under
                                         the relevant Issuer Related Documents, it shall have no further claim against the Issuer
                                         in respect of any such unpaid amounts and such unpaid amounts shall be discharged in
                                         full.



 


		17.3	Non-Petition
                                         and No Recourse Against Conduit Investors



 


The provisions of Clause 11.23
(No proceedings against Conduit Investors) and Clauses 17.25 (Limited Recourse against Conduit Investors) to Clause
11.38 (Non-Petition and Limited Recourse in respect of Managed and Enhanced Tap (Magenta) Funding S.T.) (inclusive) shall
apply to this Agreement as if set out in full herein.


 


		18	Governing
                                         Law and Jurisdiction



 


		18.1	This
                                         Agreement (including the agreement constituted by your acknowledgement of its terms)
                                         and any non-contractual obligations arising out of or in connection with it (including
                                         any non-contractual obligations arising out of the negotiation of the transaction contemplated
                                         by this Agreement) are governed by English law.



 


		18.2	The
                                         courts of England have exclusive jurisdiction to settle any dispute arising out of or
                                         in connection with this Agreement (including a dispute relating to any non-contractual
                                         obligation arising out of or in connection with either this Agreement or the negotiation
                                         of the transaction contemplated by this Agreement).



 






    15


     


    

 


Execution Page


 


	INTERNATIONAL
    FLEET FINANCING NO. 2 B.V.	 
	as Issuer, Dutch Noteholder,
    FCT Noteholder, German Noteholder and Spanish Noteholder	 
	 	 
	Signed for and on behalf
    of	 
	INTERNATIONAL FLEET	 
	FINANCING NO. 2
    B.V.	 
	 	 
		 
	Name:	 


  



     


     


     


	HERTZ AUTOMOBIELEN NEDERLAND B.V.	 
	as Dutch OpCo, Dutch Lessee, Dutch Administrator, and Dutch Servicer	 
	 	 
	EXECUTED by HERTZ	 
	AUTOMOBIELEN NEDERLAND B.V.	 
	acting by its duly authorised attorney:	 
	 	 
		 
	Name:	 


 


 



     


     


     


	STUURGROEP FLEET (NETHERLANDS) B.V.	 	 
	as Dutch FleetCo, Dutch Lessor and, acting through
    its Spanish branch, Spanish FleetCo and Spanish Lessor	 	 
	 	 	 
	EXECUTED by STUURGROEP FLEET	 	 
	(NETHERLANDS) B.V. acting by its duly	 	 
	authorised attorney:	 	 
	 	 	 
	Intertrust Management B.V.	 	 
	Managing director	 	 
	 	 	 
	/s/ H.R.T. Kroner	 	/s/ E. M. van Ankeren  
	Name:  	H.R.T. Kroner       	 	Name:  E. M. van Ankeren  
	 	proxy holder	 	             Managing Director


 


 



     


     


     


	HERTZ FRANCE S.A.S	 
	as French OpCo, French Lessee, French Administrator
    and French Servicer	 
	 	 
	EXECUTED by HERTZ FRANCE S.A.S	 
	acting by its duly authorised attorney:	 
	 	 
	/s/
    Alexander De Navailles	 
	Name:  	Alexander De Navailles	 


  



     


     


     


	RAC FINANCE S.A.S	 
	As French FleetCo and French Lessor	 
	 	 
	EXECUTED by RAC FINANCE S.A.S	 
	acting by its duly authorised legal representative:	 
	 	 
		 
	Name:	 	 
	Title:   	TMF France Management Sarl, President, represented by Yvette van Loon	 
	Represented by: 	 


 


 



     


     


     





 


 


	HERTZ DE ESPANA S.L.U	 
	as
    Spanish OpCo, Spanish Lessee, Spanish Administrator and Spanish Servicer	 
	 	 
	EXECUTED by
    HERTZ DE ESPANA	 
	S.L.U acting
    by its duly authorised	 
	attorneys:	 
	 	 
	 	 
	/s/ JAVIeR
    DIAZ – LAVIADA
    MARTURET	 
	Name:	JAVIeR
    DIAZ – LAVIADA MARTURET	 
	 	 
	 	 
	/s/ MARIA
    JOsE PORRERO VALOR	 
	Name:	MARIA
    JOsE PORRERO VALOR	 
	 	 


 



     


     


     


	HERTZ AUTOVERMIETUNG GMBH	 
	as German OpCo, German Lessee, German Administrator and German Servicer	 
	 	 
	EXECUTED by
    HERTZ	 
	AUTOVERMIETUNG GMBH acting
    by	 
	its duly authorised attorney:	 
	 	 
	/s/ Rafael Girona	 
	Name:   	Rafael Girona              	 
	 	 


 



     


     


     


	HERTZ FLEET LIMITED	 
	as German FleetCo and German Lessor	 
	 	 
	Signed for
    and on behalf of HERTZ
 FLEET LIMITED	 
	 	 
	 	 
	/s/ Sandra Hannigan	 
	Name:	Sandra Hannigan	 
	 	 


 



     


     


     


	 	 
	EUROTITRISATION S.A.	 
	 	 
	FCT Management Company on behalf of FCT YELLOW CAR	 
	 	 
	EXECUTED by
    EUROTITRISATION
 S.A. acting by its duly authorised	 
	attorney:	 
	 	 
	/s/ Cécile Fossati	 
	Name:	Cécile Fossati	 


 


 



     


     


    	 	 
	BNP PARIBAS TRUST CORPORATION UK LIMITED	 
	as Issuer Security Trustee, Dutch Security Trustee, French Security Trustee, German Security	 
	Trustee and Spanish Security Trustee	 
	 	 
	EXECUTED by:	 
	 	 
	 	/s/ Helen Tricard
	 	Signature
	 	Print name: Helen Tricard
	 	Authorised Signatory
	 	 
	 	 
	 	/s/ Soraya Mostefai
	 	Signature
	 	Print name: Soraya Mostefai
	 	Authorised Signatory


 


 



     


     


      


	HERTZ EUROPE LIMITED	 
	as Issuer Administrator	 
	 	 
	Executed by HERTZ
    EUROPE LIMITED	 
	acting by its duly authorised attorney:	 
	 	 
		 
	 	 
	Name:	 


  



     


     


     


 


	BNP
    PARIBAS S.A.	 	 
	as
    French Lender and FCT Servicer	 	 
	 	 	 
	SIGNED
    for and on behalf of BNP PARIBAS S.A.	 	 
	by
    its lawfully appointed attorneys:	 	/s/
    Renaud Chalmet
	 	 	Signature
	 	 	 
	 	 	Renaud
    Chalmet
	 	 	Print Name of Attorney    
         
	 	 	 
	 	 	/s/ Eric
    Lefol
	 	 	Signature
	 	 	 
	 	 	Eric
    Lefol 
	 	 	Print Name of Attorney


  



     


     


      


	CREDIT
    AGRICOLE CORPORATE AND INVESTMENT BANK 	 	 
	as Administrative
    Agent, Class A Committed Note Purchaser and Class A Funding Agent	 	 
	 	 	 
	EXECUTED
    by CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 	 	 
	acting
    by its duly authorised attorneys:	 	 
	 	 	 
	/s/
    Alexandre VIGIER	 	 
	Name: Alexandre
    VIGIER	 	 
	            Managing
    Director 	 	 
	 	 	 
		 	 
		 	 


  



     


     


     


	THE HERTZ CORPORATION	 
	as Guarantor	 
	 	 
	EXECUTED by THE HERTZ CORPORATION	 
	 	 
	/s/ M. David Galainena	 
	By: 
    M. David Galainena	 


  



     


     


     


 


	MATCHPOINT
    FINANCE PLC	 	 
	as Class A Conduit
    Investor, Class A Committed Note Purchaser	 	 
	 	 	 
	SIGNED
    for and on behalf of MATCHPOINT FINANCE PLC	 	 
	by
    its lawfully appointed attorney in the presence of: 	 	/s/
    Lenka Lyons
	 	 	Signature
	 	 	 
	 	 	 
	 	 	LENKA
    LYONS     DIRECTOR
	 	 	Print Name of Attorney
	 	 	 
	 	 	 


  






    


     


    

 



BNP PARIBAS S.A.


as Class A Funding Agent


 


	EXECUTED by BNP
PARIBAS S.A. 

acting by its duly authorised attorneys:	 	/s/ Renaud Chalmet
	 	 	Signature
	 	 	 
	 	 	 
	 	 	Renaud Chalmet
	 	 	Print Name of Attorney          
	 	 	 
	 	 	 
	 	 	/s/ Eric Lefol
	 	 	Signature
	 	 	 
	 	 	 
	 	 	Eric Lefol
	 	 	Print Name of Attorney



 






     


     


    

 


DEUTSCHE BANK AG, LONDON BRANCH


as Class A Committed Note Purchaser and Class A Funding Agent


 


	EXECUTED by DEUTSCHE
BANK AG,

LONDON BRANCH 

acting by its duly authorised attorneys:	 
	 	 
	/s/ Laurence Rickard	 
	Name: Laurence Rickard	 
	 	 
	 	 
	/s/ Harlan Rothman	 
	Name: Harlan Rothman	 




 






     


     


    

 


BARCLAYS BANK PLC


as Class A Committed Note Purchaser and Class A Funding Agent


 


	EXECUTED by BARCLAYS
BANK PLC 

acting by its duly authorised attorney:	 
	 	 
	 	 
	/s/ Martin Ely 	 
	Name:  Martin Ely	 



 






     


     


    

 


HSBC FRANCE


as Class A Committed Note Purchaser and Class A Funding Agent


 


	EXECUTED by HSBC
FRANCE

 acting by its duly authorised attorney:
	 
	 
	
	
	 




 






     


     


    

 


MANAGED AND ENHANCED TAP (MAGENTA) FUNDING S.T.


as Class A Committed Note Purchaser and Class A Conduit Investor


 


	EXECUTED by MANAGED
AND ENHANCED TAP (MAGENTA) FUNDING S.T. 

acting by its duly authorised attorney:	 
	 	 
	 	 
	/s/ Cécile Fossati	 
	Name:  Cécile Fossati	 




 






     


     


    

 


NATIXIS S.A.


as Class A Funding Agent


 


	EXECUTED by NATIXIS
S.A. 

acting by its duly authorised attorney:	 
	 	 
	/s/ Jean-Baptiste THIERY	 
	Name: Jean-Baptiste THIERY	 



 






     


     


    

 


IRISH RING RECEIVABLES PURCHASER DESIGNATED ACTIVITY COMPANY


as Class A Conduit Investor


 


	EXECUTED
        by IRISH RING RECEIVABLES PURCHASER 

        acting by its lawfully appointed attorney:
	 
	 	 
	 	/s/ Charles Daniel Press
	 	Attorney Signature 

	 	 
	 	 
	 	Charles Daniel Press
	 
	Print
    Attorney Name



 






     


     


    

 


ROYAL BANK OF CANADA, LONDON BRANCH


as Class A Committed Note Purchaser and Class A Funding Agent


 


	EXECUTED by ROYAL
BANK OF CANADA, LONDON BRANCH 

acting by two duly authorised attorneys:	 
	 	 
	 	 
	 	 
	/s/ Charles Daniel Press	 
	Name: Charles Daniel Press	 
	Authorised Signatory	 



 






     


     


    

 


GRESHAM RECEIVABLES (NO. 32) UK LIMITED


as Class A Committed Note Purchaser and Class A Conduit Investor


 


	EXECUTED by GRESHAM
RECEIVABLES (NO. 32) UK LIMITED 

acting by its duly authorised attorney:	 
	 	 
	/s/ Ioannis Kyriakopoulos	 
	Name: Ioannis Kyriakopoulos	 
	Authorised Signatory	 
	For Wilmington Trust SP Services (London) Limited	 



 






     


     


    

 


LLOYDS BANK PLC


as Class A Funding Agent


 


	EXECUTED by LLOYDS
BANK PLC

 acting by its duly authorised attorney:	 
	 	 
	/s/ Michael Hodgson	 
	Name:  Michael Hodgson	 
	Director	 
	 	 
	/s/ Matt Cooke	 
	Name:  Matt Cooke	 
	MD – SPG.	 






 






     


     


    

 


HERTZ HOLDINGS NETHERLANDS B.V.


as Subordinated Noteholder and Subordinated Note Registrar


 


	EXECUTED by HERTZ
HOLDINGS NETHERLANDS B.V. 

acting by its duly authorised attorney:	 
	 	 
		 
	 	 
	Name: