an aggregate
amount equal to $250,000,000, and such Lenders hereby further acknowledge and
agree that such reduction shall be deemed made pursuant to Section 2.5(b) of the
Series 2013-A Supplement for the purposes of effecting a corresponding increase
of the Series 2013-B Maximum Principal Amount in an aggregate amount equal to
$250,000,000 and a corresponding increase of each Maximum Investor Group
Principal Amount (as defined in the Series 2013-B Supplement), in each case,
pursuant to Section 2.1(i) of the Series 2013-B Supplement, each of which such
increase of each such Maximum Investor Group Principal Amount (as defined in the
Series 2013-B Supplement) shall be made ratably among the Investor Groups (as
defined in the Series 2013-B Supplement) on the basis of their respective
Maximum Investor Group Principal Amounts (as defined in the Series 2013-B
Supplement).
The Lenders (with respect to the Series 2013-A Notes and the
Series 2013-B Notes), the Administrative Agent under Series 2013-A and the
Administrative Agent under Series 2013-B each hereby waive any requirement that
any notice be delivered pursuant to (i) Section 2.5(b) of the Series 2013-A
Supplement in connection with the reduction of the Series 2013-A Maximum
Principal Amount described in this clause (a) and (ii) Section 2.l(i) of the
Series 2013-B Supplement in connection with the increase of the Series 2013-B
Maximum Principal Amount described in this clause (a).
(b)
In connection the increase of the
Series 2013-B Maximum Principal Amount and each Maximum Investor Group Principal
Amount (as defined in the Series 2013-B Supplement), in each case pursuant to
the immediately preceding clause (a), the Lenders (with respect to the
Series 2013-B Notes) and the Administrative Agent (as defined in the
Series 2013-B Supplement) hereby acknowledge and agree that such increases shall
become effective simultaneous with the amendment and restatement of the
Series 2013-A Supplement on the date hereof and that Schedule II to the
Series 2013-B Supplement shall be amended as set forth in Exhibit L.
Section 7.
Conditions to Effectiveness
of Consent.
This Consent shall become effective on the date (such date, if any,
the "Consent Effective Date") the Administrative Agent (as defined in the
Supplements) shall have received this Consent executed and delivered by the
parties hereto.
The Administrative Agent (as defined in the Supplements) shall
give prompt notice in writing to Hertz of the occurrence of the Consent
Effective Date.
For the avoidance of doubt, the Lenders hereby expressly waive
any requirement that any "Rating Agency Condition" (as defined in any
Series 2013-A Related Document or any Series 2013-B Related Document) be
satisfied in connection with this Consent.
Section 8.
Effects on Related
Documents; Acknowledgement.
(a)
Except as expressly set forth herein, this
Consent (i) shall not by implication or otherwise limit, impair, constitute a
waiver of or otherwise affect the rights and remedies of the Lenders (with
respect to the Series 2013-B Notes), the Administrative Agent (as defined in the
Series 2013-B Supplement), the Collateral Agent or the Trustee under any
Series 2013-B Related
7
Document (excluding