Acquiring
Investor Group and its Class A Acquiring Funding Agent.
This Class A Investor Group Supplement and all matters arising under or in any
manner relating to this Class A Investor Group Supplement shall be governed by,
and construed in accordance with, the 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.
3
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IN WITNESS WHEREOF, the parties hereto have caused this Class A Investor Group
Supplement to be executed by their respective duly authorized officers as of the
date first set forth above.
[
], as Class A Transferor Investor Group
By:______________________________
Title:
[
], as Class A Transferor Investor Group
By:______________________________
Title:
[
], as Class A Transferor Funding Agent
By:______________________________
Title:
[
], as Class A Acquiring Investor Group
By:______________________________
Title:
[
], as Class A Acquiring Investor Group
By:______________________________
Title:
[
], as Class A Funding Agent
By:______________________________
Title:
4
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CONSENTED AND ACKNOWLEDGED:
HERTZ VEHICLE FINANCING II LP, a limited partnership
By: HVF II GP Corp., its general partner
By: _______________________________
Title:
5
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LIST OF ADDRESSES FOR NOTICES
AND OF COMMITMENT PERCENTAGES
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EXHIBIT H-2
TO
SECOND AMENDED AND RESTATED SERIES 2013-B SUPPLEMENT
FORM OF CLASS B INVESTOR GROUP SUPPLEMENT
CLASS B INVESTOR GROUP SUPPLEMENT, dated as of [ ], [ ], among (i) [
] (the
"Class B Transferor Investor Group"), (ii) the Class B Funding Agent with
respect to the Class B Transferor Investor Group in the signature pages hereof
(the "Class B Transferor Funding Agent") (iii) [
] (the "Class B Acquiring
Investor Group"), (iv) the Class B Funding Agent with respect to the Class B
Acquiring Investor Group listed in the signature pages hereof (the "Class B
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 Class B Investor Group Supplement is being executed and delivered
in accordance with subsection 9.3(b)(iii) of the Second Amended and Restated
Series 2013-B Supplement, dated as of December 3, 2015 (as from time to time
further amended, supplemented or otherwise modified in accordance with the terms
thereof, the "Series 2013-B 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 II
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