construed and
interpreted in accordance with, the internal 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.
Notwithstanding anything to the contrary herein or in the Indenture, the
Series 2016-1 Noteholders shall only have recourse to the Series 2016-1
Collateral.
SCHEDULE A
SCHEDULE OF EXCHANGES OR REDEMPTIONS
The following exchanges, redemptions of or increases in the whole or a part of
the Class B Notes represented by this Global Note have been made:
Date exchange
/redemption/
increase made
Original principal
amount of this Global
Note
Part of principal
amount of this Global
Note exchanged/
redeemed/increased
Remaining principal
amount of this Global
Note following such
exchange/ redemption/
increase
Notation made by
or on behalf of
the Issuer
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(name and address of assignee) the
within Class B Note and all rights thereunder, and hereby irrevocably
constitutes and appoints
, attorney, to transfer said Class B Note on
the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
By:
(1)
Signature Guaranteed:
(1)
NOTE:
The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Class B Note in
every particular, without alteration, enlargement or any change whatsoever.
EXHIBIT A-3-1 TO
SERIES 2016-1 SUPPLEMENT
FORM OF SERIES 2016-1 144A GLOBAL CLASS C NOTE
No. R-[
]
Up to $[
]
CUSIP: 42806D AS8
ISIN: US42806DAS80
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY STATE SECURITIES LAWS.
THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH NOTE ONLY (A) TO HERTZ VEHICLE FINANCING II LP ("HVF II"),
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
(A "QIB") THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF HVF II, PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.
A PROSPECTIVE TRANSFEREE OF THE NOTES OR ANY INTEREST THEREIN MUST REPRESENT
(AND SHALL BE DEEMED