STATE OF THE UNITED STATES OR ANY OTHER
JURISDICTION, SUBJECT TO THE RIGHT OF THE COMPANY, 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 TO THE SERIES 2014-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 THE COMPANY, 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.
HERTZ VEHICLE FINANCING II LP
SERIES 2014-A VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTE
Hertz Vehicle Financing II LP, a special purpose limited partnership established
under the laws of Delaware, (herein referenced as the "Company"), for value
received, hereby promises to pay to [
], as funding agent for [
], as a Committed Note Purchaser, and [
], as a Conduit Investor (the
"Series 2014-A Note Purchaser"), or its registered assigns, the aggregate
principal sum of [
] ($[
]) or, if less, the
aggregate unpaid principal amount shown on the schedule attached hereto (and any
continuation thereof), which amount shall be payable in the amounts and at the
times set forth in the Group I Indenture and the Series 2014-A Supplement;
provided, that, the entire unpaid principal amount of this Series 2014-A Note
shall be due on the Legal Final Payment Date.
The Company will pay interest on
this Series 2014-A Note at the Series 2014-A Note Rate.
Such interest shall be
payable on each Payment Date until the principal of this Series 2014-A Note is
paid or made available for payment, to the extent funds are available from Group
I Interest Collections allocable to the Series 2014-A Note in accordance with
the terms of the Series 2014-A Supplement.
In addition, the Company will pay
interest on this Series 2014-A Note, to the extent funds are available from
Group I Interest Collections allocable to the Series 2014-A Note, on the dates
set forth in Section 5.3 of the Series 2014-A Supplement.
Pursuant to Sections
2.2 and 2.3 of the Series 2014-A Supplement, the principal amount of this
Series 2014-A Note shall be subject to Advances and Decreases on any Business
Day during the Series 2014-A Revolving Period, and accordingly, such principal
amount is subject to prepayment in whole or in part at any time.
During the
Series 2014-A Revolving Period, this Series 2014-A Note is subject to mandatory
prepayment, to the extent funds have been allocated to the Series 2014-A
Principal Collection Account and are available therefor, in accordance with
Section 2.3(b) of the Series 2014-A Supplement.
Beginning on the first Payment
Date following the occurrence of a Series 2014-A Amortization Event, subject to
cure in accordance with the Series 2014-A Supplement, the principal of this
Series 2014-A Note shall be paid in installments on each subsequent Payment Date
to the extent of funds