the
following legend:
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,
4
(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 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.
The required legend set forth above shall not be removed from the Series 2013-G1
Note except as provided herein.
(e)
Transfer, Pledge and Assignment.
Other
than the pledge of the Series 2013-G1 Note by the Series 2013-G1 Noteholder to
the HVF II Trustee or otherwise in accordance with the HVF II Group I Indenture,
the Series 2013-G1 Note will not be permitted to be transferred, assigned,
exchanged or otherwise pledged or conveyed by the Series 2013-G1 Noteholder;
provided that, in connection with any such transfer of the Series 2013-G1 Note,
the holder of the Series 2013-G1 Note must surrender such Series 2013-G1 Note at
the office maintained by the Registrar for such purpose pursuant to Section 2.5
of the Base Indenture, with the form of transfer endorsed on it duly completed
and executed by, or accompanied by a written instrument of transfer in form
satisfactory to HVF and the Registrar by, the holder thereof and accompanied by
a certificate substantially in the form of Exhibit D hereto.
(f)
Notations.
On each date an Advance is
funded under the Series 2013-G1 Note and on each date the amount of outstanding
Advances thereunder is reduced, a duly authorized officer, employee or agent of
the Series 2013-G1 Noteholder shall make appropriate notations in its books and
records of the amount of such Advance and the amount of such reduction, as
applicable.
HVF hereby authorizes each duly authorized