the Funding Agent with respect to the
Transferor Investor Group in the signature pages hereof (the "Transferor Funding
Agent") (iii) [
] (the "Acquiring Investor Group"), (iv) the Funding
Agent with respect to the Acquiring Investor Group listed in the signature
pages hereof (the "Acquiring Funding Agent"), and (v) Hertz Vehicle Financing II
LP, a special purpose limited partnership established under the laws of Delaware
(the "Company").
W I T N E S S E T H:
WHEREAS, this Investor Group Supplement is being executed and delivered in
accordance with subsection 9.3(c) of the Amended and Restated Series 2014-A
Supplement, dated as of October 31, 2014 (as from time to time further amended,
supplemented or otherwise modified in accordance with the terms thereof, the
"Series 2014-A Supplement"; terms defined therein being used herein as therein
defined unless indicated otherwise), by and among the Company, the Conduit
Investors named therein, the Committed Note Purchasers named therein, the
Funding Agents named therein, The Hertz Corporation, as Group I Administrator,
Deutsche Bank AG, New York Branch, as Administrative Agent (in such capacity,
the "Administrative Agent") and The Bank of New York Mellon Trust Company, N.A.,
as trustee (the "Trustee") to the Amended and Restated Base Indenture, dated as
of October 31, 2014 (as from time to time further amended, supplemented or
otherwise modified in accordance with the terms thereof, the "Base Indenture"),
by and between the Company and the Trustee, as supplemented by the Amended and
Restated Group I Supplement, dated as of October 31, 2014 (as from time to time
further amended, supplemented or otherwise modified in accordance with the terms
thereof, the "Group I Supplement" and together with the Base Indenture and the
Series 2014-A Supplement, the "Indenture"), by and between the Company and the
Trustee;
WHEREAS, the Acquiring Investor Group wishes to become a Conduit Investor and a
Committed Note Purchaser with respect to such Conduit Investor under the
Series 2014-A Supplement; and
WHEREAS, the Transferor Investor Group is selling and assigning to the Acquiring
Investor Group its respective rights, obligations and commitments under the
Series 2014-A Supplement and the Series 2014-A Notes with respect to the
percentage of its total commitment specified on Schedule I attached hereto;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Upon the execution and delivery of this Investor Group Supplement by the
Acquiring Investor Group, the Acquiring Funding Agent with respect thereto, the
Transferor
Investor Group, the Transferor Funding Agent and the Company (the date of such
execution and delivery, the "Transfer Issuance Date"), the Conduit
Investor(s) and the Committed Note Purchasers with respect to the Acquiring
Investor Group shall become parties to the Series 2014-A Supplement for all
purposes thereof.
The Transferor Investor Group acknowledges receipt from the Acquiring Investor
Group of an amount equal to the purchase price, as agreed between the Transferor
Investor Group and the Acquiring Investor Group (the "Purchase Price"), of the
portion being purchased by the Acquiring Investor Group (the Acquiring Investor
Group's "Purchased Percentage") of