and warrants to the Company and the Group I
Administrator that the representations and warranties contained in Section 3 of
Annex 1 to the Series 2014-A Supplement are true and correct with respect to the
Class A Acquiring Investor Group on and as of the date hereof and the Class A
Acquiring Investor Group shall be deemed to have made such representations and
warranties contained in Section 3 of Annex 1 to the Series 2014-A Supplement on
and as of the date hereof.
Schedule I hereto sets forth the revised Class A Commitment Percentages of the
Class A Transferor Investor Group and the Class A Acquiring Investor Group, as
well as administrative information with respect to the Class A 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.
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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:
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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:
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LIST OF ADDRESSES FOR NOTICES
AND OF COMMITMENT PERCENTAGES
WEIL:\95487700\3\52399.0041
EXHIBIT H-2
TO
SECOND AMENDED AND RESTATED SERIES 2014-A 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 2014-A 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 2014-A Supplement";