exempt from the registration
requirements of the Securities Act and, in each such case, in accordance with
the Base Indenture and any applicable securities laws of any state of the United
States or any other jurisdiction; notwithstanding the foregoing provisions of
this clause (g), it is hereby understood and agreed by HVF that the
Series 2013-G1 Note will be pledged by the Series 2013-G1 Noteholder to the HVF
II Trustee or otherwise in accordance with the HVF II Group I Indenture;
h.
if the Series 2013-G1 Noteholder desires to offer, sell or
otherwise transfer, pledge or hypothecate the Series 2013-G1 Note as described
in clause (ii) or (iv) of clause (g) of this Annex 1, and such sale, transfer or
pledge does not fall within the "notwithstanding the foregoing" provision of
clause (g)(iv) of this Annex 1, the transferee of the Series 2013-G1 Note will
be required to deliver a certificate that an exemption from the registration
requirements of the Securities Act applies to such offer, sale, transfer or
hypothecation, and it understands that the registrar and transfer agent for the
Series 2013-G1 Note will not be required to accept for registration of transfer
the Series 2013-G1 Note acquired by it, except upon presentation of an executed
letter in the form described herein; and
i.
it will obtain from any purchaser of the Series 2013-G1 Note
substantially the same representations and warranties contained in the foregoing
paragraphs.
2
EXHIBIT A
TO
SERIES 2013-G1 SUPPLEMENT
FORM OF SERIES 2013-G1 VARIABLE FUNDING
RENTAL CAR ASSET BACKED NOTE
FORM OF VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTE , SERIES 2013-G1
REGISTERED
$[
]
No. R-[
]
SEE REVERSE FOR CERTAIN CONDITIONS
THIS SERIES 2013-G1 NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY STATE SECURITIES OR "BLUE
SKY" LAWS. THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES FOR THE BENEFIT
OF HERTZ VEHICLE FINANCING LLC, A SPECIAL PURPOSE LIMITED LIABILITY COMPANY
ESTABLISHED UNDER THE LAWS OF DELAWARE (THE "COMPANY"), THAT SUCH SERIES 2013-G1
NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION
AND TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO THE COMPANY,
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE
MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT OR
(D) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND
ALL APPLICABLE SECURITIES LAWS OF ANY 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 D TO THE SERIES 2013-G1 SUPPLEMENT CERTIFYING, AMONG OTHER
THINGS, THAT SUCH PURCHASER IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE