Exhibit 4.1

EXECUTION VERSION

HERTZ VEHICLE INTERIM FINANCING LLC,
as Issuer

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee and as Securities Intermediary

BASE INDENTURE

Dated as of November 25, 2020

Rental Car Asset Backed Notes
(Issuable in Series)

Table of Contents

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Schedules

Exhibits

BASE INDENTURE, dated as of November 25, 2020, between HERTZ VEHICLE INTERIM FINANCING LLC, a special purpose limited liability company established under the laws of Delaware, as issuer (“HVIF” or the “Issuer”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (in such capacity, the “Trustee”).

W I T N E S S E T H:

WHEREAS, HVIF has duly authorized the execution and delivery of this Base Indenture to provide for the issuance from time to time of one or more Series of Rental Car Asset Backed Notes (the “HVIF Notes”), issuable as provided in this Base Indenture; and

WHEREAS, all things necessary to make this Base Indenture a legal, valid and binding agreement of HVIF, in accordance with its terms, have been done, and HVIF proposes to do all the things necessary to make the HVIF Notes, when executed by HVIF and authenticated and delivered by the Trustee hereunder and duly issued by HVIF, the legal, valid and binding obligations of HVIF as hereinafter provided;

NOW, THEREFORE, for and in consideration of the premises and the receipt of the HVIF Notes by the HVIF Noteholders, it is mutually covenanted and agreed, for the equal and proportionate benefit of all HVIF Noteholders, as follows:

Article I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.             Definitions.

Capitalized terms used herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Definitions List attached hereto as Schedule I (the “Definitions List”), as such Definitions List may be amended, restated, modified or supplemented from time to time in accordance with the provisions hereof, and all capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the HVIF Lease, as amended, modified, restated or supplemented from time to time in accordance with the terms of the HVIF Lease.

Section 1.2.             Cross-References.

Unless otherwise specified, references in this Base Indenture and in each other Related Document to any Article or Section are references to such Article or Section of this Base Indenture or such other Related Document, as the case may be, and, unless otherwise specified, references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

Section 1.3.             Accounting and Financial Determinations; No Duplication.

Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this Base Indenture, such determination or calculation shall be made, to the extent applicable and except as otherwise specified in this Base Indenture, in accordance with GAAP. When used herein, the term “financial statement” shall include the notes and schedules thereto. All accounting determinations and computations hereunder or under any other Related Documents shall be made without duplication.

Section 1.4.             Rules of Construction.

In this Base Indenture, including the preamble, recitals, attachments, schedules, annexes, exhibits and joinders hereto, unless the context otherwise requires:

(a)                the singular includes the plural and vice versa;

(b)                references to an agreement or document shall include the preamble, recitals, all attachments, schedules, annexes, exhibits and joinders to such agreement or document, and are to such agreement or document (including all such attachments, schedules, annexes, exhibits and joinders to such agreement or document) as amended, supplemented, restated and otherwise modified from time to time and to any successor or replacement agreement or document, as applicable (unless otherwise stated);

(c)                reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Base Indenture, and reference to any Person in a particular capacity only refers to such Person in such capacity;

(d)                reference to any gender includes the other gender;

(e)                reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time;

(f)                 “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

(g)                with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”;

(h)                references to sections of the Code also refer to any successor sections; and

(i)                 the language used in this Base Indenture will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party.

Article II

THE HVIF NOTES

Section 2.1.             Designation and Terms of HVIF Notes.

Each Series of HVIF Notes shall be substantially in the form specified in the applicable HVIF Series Supplement and shall bear, upon its face, the designation for such Series of HVIF Notes to which it belongs as selected by HVIF, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby or by the applicable HVIF Series Supplement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined to be appropriate by the Authorized Officer executing such HVIF Notes, as evidenced by such Authorized Officer’s execution of the HVIF Notes. All HVIF Notes of any Series of HVIF Notes, except as specified in the applicable HVIF Series Supplement, shall be equally and ratably entitled as provided herein to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Base Indenture and the applicable HVIF Series Supplement. The aggregate principal amount of HVIF Notes that may be authenticated and delivered under this Base Indenture is unlimited. The HVIF Notes of each Series of HVIF Notes shall be issued in the denominations set forth in the applicable HVIF Series Supplement.

Section 2.2.             HVIF Notes Issuable in Series.

(a)                The HVIF Notes shall be issued in one or more Series of HVIF Notes. Each Series of HVIF Notes shall be created by an HVIF Series Supplement.

(b)                HVIF Notes of a new Series of HVIF Notes may from time to time be executed by HVIF and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request and upon delivery by HVIF to the Trustee, and receipt by the Trustee, of the following:

(i)               a Company Order authorizing and directing the authentication and delivery of the HVIF Notes of such new Series of HVIF Notes by the Trustee and specifying the designation of such new Series of HVIF Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series of HVIF Notes to be authenticated and the HVIF Note Rate with respect to such new Series of HVIF Notes;

(ii)             an HVIF Series Supplement satisfying the criteria set forth in Section 2.3 of this Base Indenture executed by HVIF, the Trustee and any other parties thereto and specifying the Principal Terms of such new Series of HVIF Notes;

(iii)             the related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee;

(iv)            an Officer’s Certificate of HVIF to the effect that the Rating Agency Condition with respect to each Series of HVIF Notes Outstanding (other than any such Series of HVIF Notes (A) with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of HVIF Notes or will occur as a result of the issuance of the new Series of HVIF Notes or (B) that is being repaid in full with the proceeds of the HVIF Notes issued pursuant to such HVIF Series Supplement) shall have been satisfied with respect to such issuance;

(v)             an Officer’s Certificate of HVIF dated as of the applicable Series Closing Date to the effect that (A) no Limited Liquidation Event of Default or Enhancement Deficiency with respect to any Series of HVIF Notes Outstanding is continuing or will occur as a result of the issuance of a new Series of HVIF Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, HVIF Operating Lease Event of Default or HVIF Potential Operating Lease Event of Default is continuing or will occur as a result of the issuance of a new Series of HVIF Notes, (C) consent has been obtained from a Controlling Party or the Required Noteholders of each Series of HVIF Notes with respect to which an Amortization Event or Potential Amortization Event is continuing as of the date of the issuance of the new Series of HVIF Notes or will occur as a result of the issuance of the new Series of HVIF Notes, if, in any such case, such existing Series of HVIF Notes will not be refinanced with the proceeds of the issuance of such new Series of HVIF Notes, (D) all conditions precedent set forth in this Base Indenture and the related HVIF Series Supplement with respect to the authentication and delivery of the new Series of HVIF Notes have been satisfied and (E) all conditions precedent set forth in this Base Indenture with respect to the execution of the related HVIF Series Supplement have been complied with in all material respects;

(vi)            a Tax Opinion;

(vii)           with respect to each Series Related Document (other than the HVIF Series Supplement or the HVIF LLC Agreement), evidence (in the form of an Officer’s Certificate of HVIF) that each party to such Series Related Document has covenanted and agreed in such Series Related Document that, prior to the date that is one (1) year and one (1) day after the payment in full of the latest maturing HVIF Note, it will not institute against, or join with any other Person in instituting, against HVIF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law;

(viii)          unless otherwise specified in the related HVIF Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Trustee, dated the applicable Series Closing Date, substantially to the effect that:

Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of HVIF Notes upon execution thereof by HVIF.

Section 2.3.              HVIF Series Supplement for each Series of HVIF Notes.

In conjunction with the issuance of a new Series of HVIF Notes, the parties hereto shall execute an HVIF Series Supplement, which shall specify the relevant terms with respect to such new Series of HVIF Notes, which shall include:

(i)             its name or designation;

(ii)            its Initial Principal Amount or the method of calculating its Initial Principal Amount;

(iii)           its HVIF Note Rate;

(iv)           its Series Closing Date;

(v)            each Rating Agency rating such Series of HVIF Notes, if any;

(vi)           the name of the Clearing Agency, if any;

(vii)          the interest payment date or dates and the date or dates from which interest shall accrue;

(viii)         the method of allocating HVIF Collections to such Series of HVIF Notes;

(ix)            whether the HVIF Notes of such Series will be issued in multiple Classes and, if so, the method of allocating HVIF Collections allocated to such Series among such Classes and the rights and priorities of each such Class;

(x)             the method by which the principal amount of the HVIF Notes of such Series of HVIF Notes shall amortize or accrete, if any;

(xi)            the names of any Series Accounts to be used by such Series of HVIF Notes and the terms governing the operation of any such account and the use of moneys therein;

(xii)           any deposit of funds to be made in any Series Account on the applicable Series Closing Date;

(xiii)          the terms of any related Enhancement and the Enhancement Provider thereof, if any;

(xiv)         whether the HVIF Notes of such Series of HVIF Notes may be issued in bearer form and any limitations imposed thereon;

(xv)          its Legal Final Payment Date;

(xvi)         terms with respect to any Series-Specific Collateral providing:

(xvii)        any other relevant terms of such Series of HVIF Notes that do not change the terms of any Series of HVIF Notes Outstanding (all such terms, the “Principal Terms” of such Series of HVIF Notes).

Section 2.4.             Execution and Authentication.

(a)                 Each Series of HVIF Notes shall, upon issue pursuant to Section 2.2 of this Base Indenture, be executed on behalf of HVIF by an Authorized Officer and delivered by HVIF to the Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on an HVIF Note no longer holds that office at the time the HVIF Note is authenticated, such HVIF Note shall nevertheless be valid.

(b)                At any time and from time to time after the execution and delivery of this Base Indenture, HVIF may deliver HVIF Notes of any particular Series of HVIF Notes executed by HVIF to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such HVIF Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such HVIF Notes.

(c)                No HVIF Note shall be entitled to any benefit under this Base Indenture or be valid for any purpose unless there appears on such HVIF Note a certificate of authentication substantially in the form provided for herein, duly authenticated by the Trustee by the manual, facsimile, portable document format (PDF) or electronic signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the HVIF Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to HVIF to authenticate HVIF Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate HVIF Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such agent. The Trustee’s certificate of authentication shall be in substantially the following form:

(d)                Each HVIF Note shall be dated and issued as of the date of its authentication by the Trustee.

(e)                Notwithstanding the foregoing, if any HVIF Note shall have been authenticated and delivered hereunder but never issued and sold by HVIF, and HVIF shall deliver such HVIF Note to the Trustee for cancellation as provided in Section 2.14 of this Base Indenture together with a written statement (which need not comply with Section 13.3 of this Base Indenture and need not be accompanied by an Opinion of Counsel) stating that such HVIF Note has never been issued and sold by HVIF, for all purposes of this Base Indenture such HVIF Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Base Indenture.

(f)                 The Trustee shall have the right to decline to authenticate and deliver any HVIF Notes under this Section 2.4 if the Trustee, based on the written advice of counsel, determines that such action may not lawfully be taken.

Section 2.5.             Registrar and Paying Agent.

HVIF shall (i) maintain an office or agency where HVIF Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) appoint a paying agent (which shall satisfy the eligibility criteria set forth in Section 10.8(a)) of this Base Indenture (“Paying Agent”) at whose office or agency HVIF Notes may be presented for payment. The Registrar shall keep a register of the HVIF Notes and of their transfer and exchange (the “Note Register”). HVIF may appoint one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrars. HVIF may change any Paying Agent or Registrar without prior notice to any HVIF Noteholder. HVIF shall notify the Trustee in writing of the name and address of any Agent not a party to this Base Indenture. The Trustee is hereby initially appointed as the Registrar, Paying Agent and agent for service of notices and demands in connection with the HVIF Notes.

Section 2.6.             Paying Agent to Hold Money in Trust.

(a)                HVIF shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 2.6, that such Paying Agent shall:

(i)             hold all sums held by it for the payment of amounts due with respect to the HVIF Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii)            give the Trustee notice of any default by HVIF of which it has actual knowledge in the making of any payment required to be made with respect to the HVIF Notes;

(iii)           at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent;

(iv)           immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of HVIF Notes if at any time it ceases to meet the standards required to be met by a Trustee hereunder at the time of its appointment; and

(v)           comply with all requirements of the Code with respect to the withholding from any payments made by it on any HVIF Notes of any applicable withholding

(vi)           taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

(b)                HVIF at any time, for the purpose of obtaining the satisfaction and discharge of this Base Indenture or for any other purpose, by Company Order may direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

(c)                Subject to applicable laws with respect to escheat of funds, any money held by the Trustee or any Paying Agent in trust for the payment of any amount due with respect to any HVIF Note and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to HVIF on Company Request; and the HVIF Noteholder of such HVIF Note shall thereafter, as an unsecured general creditor, look only to HVIF for payment thereof (but only to the extent of the amounts so paid to HVIF), and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, at the expense of HVIF, may cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York City, and in a newspaper customarily published on each Business Day and of general circulation in London and Luxembourg (if the related Series of HVIF Notes has been listed on the Luxembourg Stock Exchange), if applicable, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to HVIF. The Trustee may also adopt and employ, at the expense of HVIF, any other reasonable means of notification of such repayment.

Section 2.7.             Noteholder List.

The Trustee shall furnish or cause to be furnished by the Registrar to HVIF or the Paying Agent, within five (5) Business Days after receipt by the Trustee of a request therefor from HVIF or the Paying Agent, respectively, in writing, a list in such form as HVIF or the Paying Agent may reasonably require, of the names and addresses of the HVIF Noteholders of each Series of HVIF Notes as of the most recent Record Date for payments to such HVIF Noteholders. Unless otherwise provided in the applicable HVIF Series Supplement, any Controlling Party or holders of HVIF Notes of any Series of HVIF Notes having an aggregate Principal Amount of not less than 25% of the aggregate Principal Amount of such Series of HVIF Notes (the “Applicants”) may apply in writing to the Trustee, and if such application states that the Applicants desire to communicate with other HVIF Noteholders of any Series of HVIF Notes with respect to their rights under this Base Indenture or under the HVIF Notes and is accompanied by a copy of the communication that such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs and expenses and thereafter promptly after the receipt of such application (but in no event later than five (5) Business Days after having been so indemnified following such receipt), shall afford or shall cause the Registrar to afford such Applicants access during normal business hours to the most recent list of HVIF Noteholders held by the Trustee and shall give HVIF notice that such request has been made. Such list shall be as of a date no more than forty-five (45) days prior to the date of receipt of such Applicants’ request. Every HVIF Noteholder, by receiving and holding an HVIF Note, agrees with the Trustee that none of the Trustee, the Registrar, or any of their respective agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the HVIF Noteholders hereunder, regardless of the source from which such information was obtained.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of HVIF Noteholders of each Series of HVIF Notes. If the Trustee is not the Registrar, HVIF shall furnish to the Trustee at least seven (7) Business Days before each Payment Date and at such other time as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the HVIF Noteholders of each Series of HVIF Notes.

Section 2.8.             Transfer and Exchange.

(a)                Upon surrender for registration of transfer of any HVIF Note at the office or agency of the Registrar, if the requirements of Section 2.8(f) of this Base Indenture and Section 8-401(a) of the UCC are met, HVIF shall execute and after HVIF has executed, the Trustee shall authenticate and deliver to the HVIF Noteholder, in the name of the designated transferee or transferees, one or more new HVIF Notes, in any authorized denominations, of the same Class and a like Principal Amount. At the option of any HVIF Noteholder, HVIF Notes may be exchanged for other HVIF Notes of the same Series of HVIF Notes and Class in authorized denominations of like Principal Amount, upon surrender of the HVIF Notes to be exchanged at any office or agency of the Registrar maintained for such purpose. Whenever HVIF Notes of any Series of HVIF Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, HVIF shall execute and after HVIF has executed, the Trustee shall authenticate and deliver to the HVIF Noteholder, the HVIF Notes that the HVIF Noteholder making the exchange is entitled to receive.

(b)                Every HVIF Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Trustee duly executed by, the HVIF Noteholder thereof or such HVIF Noteholder’s attorney duly authorized in writing, with a medallion signature guarantee, and (ii) accompanied by such other documents as the Trustee may require. HVIF shall execute and deliver to the Trustee or the Registrar, as applicable, HVIF Notes in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Base Indenture and the HVIF Notes.

(c)                All HVIF Notes issued upon any registration of transfer or exchange of the HVIF Notes shall be the valid obligations of HVIF, evidencing the same debt, and entitled to the same benefits under this Base Indenture, as the related HVIF Notes surrendered upon such registration of transfer or exchange.

(d)                The preceding provisions of this Section 2.8 notwithstanding, the Trustee or the Registrar, as the case may be, shall not be required to register the transfer or exchange of any HVIF Note of any Series of HVIF Notes for a period of fifteen (15) days preceding the due date for payment in full of the HVIF Notes of such Series of HVIF Notes.

(e)                Unless otherwise provided in the applicable HVIF Series Supplement, no service charge shall be payable for any registration of transfer or exchange of HVIF Notes, but HVIF or the Registrar may require payment by the HVIF Noteholder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of HVIF Notes.

(f)                 Unless otherwise provided in the applicable HVIF Series Supplement, registration of transfer of HVIF Notes containing a legend relating to the restrictions on transfer of such HVIF Notes (which legend shall be set forth in the applicable HVIF Series Supplement) shall be effected only if the conditions set forth in such applicable HVIF Series Supplement are satisfied. Notwithstanding any other provision of this Section 2.8 and except as otherwise provided in Section 2.13 of this Base Indenture, the typewritten HVIF Note or HVIF Notes representing Book-Entry Notes for any Series of HVIF Notes may be transferred, in whole but not in part, only to another nominee of the Clearing Agency for such Series of HVIF Notes, or to a successor Clearing Agency for such Series of HVIF Notes selected or approved by HVIF or to a nominee of such successor Clearing Agency, only if in accordance with this Section 2.8 and Section 2.12 of this Base Indenture.

(g)                If the HVIF Notes are listed on the Luxembourg Stock Exchange, the Trustee or the Luxembourg agent (the “Luxembourg Agent”), as the case may be, shall send to HVIF upon any transfer or exchange of any HVIF Note information reflected in the copy of the register for the HVIF Notes maintained by the Registrar or the Luxembourg Agent, as the case may be.

(h)                The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Base Indenture or under applicable law with respect to any transfer of any interest in any HVIF Note (including any transfers between or among Clearing Agency Participants or beneficial owners of interests in any global HVIF Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Base Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(i)                 Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Clearing Agency.

Section 2.9.             Persons Deemed Owners.

Prior to due presentment for registration of transfer of any HVIF Note, the Trustee, any Agent and HVIF may deem and treat the Person in whose name any HVIF Note is registered (as of the day of determination) as the absolute owner of such HVIF Note for the purpose of receiving payment of principal of and interest on such HVIF Note and for all other purposes whatsoever, whether or not such HVIF Note is overdue, and neither the Trustee, any Agent nor HVIF shall be affected by notice to the contrary.

Section 2.10.           Replacement Notes.

(a)                 If (i) any mutilated HVIF Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any HVIF Note, and (ii) there is delivered to the Trustee such security or indemnity as may be required by it to hold HVIF and the Trustee harmless then, provided that the requirements of Section 8-405 of the UCC are met, HVIF shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen HVIF Note, a replacement HVIF Note; provided, however, that if any such destroyed, lost or stolen HVIF Note, but not a mutilated HVIF Note, shall have become or within seven (7) days shall be due and payable, instead of issuing a replacement HVIF Note, HVIF may pay such destroyed, lost or stolen HVIF Note when so due or payable without surrender thereof. If, after the delivery of such replacement HVIF Note or payment of a destroyed, lost or stolen HVIF Note pursuant to the proviso to the preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the UCC) of the original HVIF Note in lieu of which such replacement HVIF Note was issued presents for payment such original HVIF Note, HVIF and the Trustee shall be entitled to recover such replacement HVIF Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement HVIF Note from such Person to whom such replacement HVIF Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by HVIF or the Trustee in connection therewith.

(b)                Upon the issuance of any replacement HVIF Note under this Section 2.10, HVIF may require the payment by the HVIF Noteholder of such HVIF Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith.

(c)                 Every replacement HVIF Note issued pursuant to this Section 2.10 in replacement of any mutilated, destroyed, lost or stolen HVIF Note shall be entitled to all the benefits of this Base Indenture equally and proportionately with any and all other HVIF Notes of the same Class and Series of HVIF Notes duly issued hereunder.

(d)                The provisions of this Section 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen HVIF Notes.

Section 2.11.          Treasury Notes.

In determining whether the HVIF Noteholders of the required Principal Amount of HVIF Notes have concurred in any direction, waiver or consent, HVIF Notes owned by HVIF or any Affiliate of HVIF (other than an Affiliate Issuer) shall be considered as though they are not Outstanding, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only HVIF Notes of which a Trust Officer has received written notice of such ownership shall be so disregarded. Absent written notice to the Trustee of such ownership, the Trustee shall not be deemed to have knowledge of the identity of the individual owners of the HVIF Notes.

Section 2.12.          Book-Entry Notes.

(a)                Unless otherwise provided in any applicable HVIF Series Supplement, the HVIF Notes of each Series of HVIF Notes, upon original issuance, shall be issued in the form of typewritten HVIF Notes representing the Book-Entry Notes, to be delivered to the depository specified in such HVIF Series Supplement (the “Depository”) which shall be the Clearing Agency on behalf of such Series of HVIF Notes. The HVIF Notes of each Series of HVIF Notes shall, unless otherwise provided in the applicable HVIF Series Supplement, initially be registered on the Note Register in the name of the Clearing Agency or the nominee of the Clearing Agency. No Note Owner will receive a definitive note representing such Note Owner’s interest in the related Series of HVIF Notes, except as provided in Section 2.13 of this Base Indenture. Unless and until definitive, fully registered HVIF Notes of any Series of HVIF Notes (“Definitive Notes”) have been issued to Note Owners pursuant to Section 2.13 of this Base Indenture:

(i)              the provisions of this Section 2.12 shall be in full force and effect with respect to each such Series of HVIF Notes;

(ii)             HVIF, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency and the applicable Clearing Agency Participants for all purposes (including the payment of principal of and interest on the HVIF Notes and the giving of instructions or directions hereunder) as the sole HVIF Noteholder of such Series of HVIF Notes, and shall have no obligation to the Note Owners;

(iii)            to the extent that the provisions of this Section 2.12 conflict with any other provisions of this Base Indenture, the provisions of this Section 2.12 shall control with respect to each such Series of HVIF Notes;

(iv)           the rights of Note Owners of each such Series of HVIF Notes shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants, and all references in this Base Indenture to actions by the HVIF Noteholders (or the portion of the HVIF Noteholders represented by the HVIF Noteholders of such Series of HVIF Notes) shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Base Indenture to distributions, notices, reports and statements to the HVIF Noteholders (or the portion of the HVIF Noteholders represented by the HVIF Noteholders of such Series of HVIF Notes) shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the HVIF Notes of such Series of HVIF Notes, for distribution to the Note Owners in accordance with the procedures of the Clearing Agency; and

(v)            whenever this Base Indenture requires or permits actions to be taken based upon instructions or directions of HVIF Noteholders evidencing a specified percentage of the principal amount of the Outstanding HVIF Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Outstanding HVIF Notes and has delivered such instructions to the Trustee.

Pursuant to the Depository Agreement applicable to a Series of HVIF Notes, unless and until Definitive Notes of such Series of HVIF Notes are issued pursuant to Section 2.13 of this Base Indenture, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the HVIF Notes to such Clearing Agency Participants.

(b)                Whenever notice or other communication to any HVIF Noteholder is required under this Base Indenture, unless and until Definitive Notes shall have been issued to the Note Owner with respect thereto pursuant to Section 2.13 of this Base Indenture, the Trustee and HVIF shall give all such notices and communications specified herein to be given to such HVIF Noteholder to the applicable Clearing Agency for distribution to such Note Owner.

Section 2.13.          Definitive Notes.

(a)                The HVIF Notes of any Series of HVIF Notes, to the extent provided in the related HVIF Series Supplement, upon original issuance, may be issued in the form of Definitive Notes. The applicable HVIF Series Supplement shall set forth the legend relating to the restrictions on transfer of such Definitive Notes and such other restrictions as may be applicable.

(b)                With respect to the HVIF Notes of any Series of HVIF Notes issued in the form of typewritten HVIF Notes representing the Book-Entry Notes, if:

(i)             both (A) HVIF advises the Trustee in writing that the Clearing Agency with respect to any Series of HVIF Notes is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement and (B) the Trustee or HVIF is unable to locate a qualified successor;

(ii)            HVIF, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to any Series of HVIF Notes Outstanding; or

(iii)           during the continuance of an Amortization Event with respect to any Series of HVIF Notes Outstanding, the Requisite HVIF Investors advise the Trustee and the applicable Clearing Agency through the Note Owners and applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency is no longer in the best interests of the Note Owners, then the Trustee shall notify all Clearing Agency Participants who hold such Series of HVIF Notes, through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Notes to Note Owners of such Series of HVIF Notes. Upon surrender to the Trustee of the HVIF Notes of such Series of HVIF Notes by the applicable Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency for registration, HVIF shall execute and the Trustee shall authenticate, upon receipt of a Company Order, and deliver Definitive Notes in accordance with the instructions of the Clearing Agency. Neither HVIF nor the Trustee shall be liable for any delay in delivery of such instructions and may each conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of such Series of HVIF Notes all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall recognize the HVIF Noteholders of the Definitive Notes of such Series of HVIF Notes as HVIF Noteholders of such Series of HVIF Notes hereunder.

Section 2.14.          Cancellation.

HVIF may at any time deliver to the Trustee for cancellation any HVIF Notes previously authenticated and delivered hereunder which HVIF may have acquired in any manner whatsoever, and all HVIF Notes so delivered shall be promptly cancelled by the Trustee. The Registrar and Paying Agent shall forward to the Trustee any HVIF Notes surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all HVIF Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and the principal of and all accrued interest on all such cancelled HVIF Notes shall be deemed to have been paid in full (and such payment of principal and interest shall be deemed to have been made to the relevant HVIF Noteholders) and such cancelled HVIF Notes shall be deemed no longer to be outstanding for all purposes hereunder. HVIF may not issue new HVIF Notes to replace HVIF Notes that it has redeemed or paid or that have been delivered to the Trustee for cancellation. All cancelled HVIF Notes held by the Trustee shall be disposed of in accordance with the Trustee’s standard disposition procedures unless HVIF shall direct that cancelled HVIF Notes be returned to it pursuant to a Company Order.

Section 2.15.          Principal and Interest.

(a)                The principal of each Series of HVIF Notes shall be payable at the times and in the amount set forth in the applicable HVIF Series Supplement.

(b)                Each Series of HVIF Notes shall accrue interest as provided in the applicable HVIF Series Supplement and such interest shall be payable at the times and in the amount set forth in the applicable HVIF Series Supplement.

(c)                Except as provided in the following sentence, the Person in whose name any HVIF Note is registered at the close of business on any Record Date with respect to a Payment Date for such HVIF Note shall be entitled to receive the principal and interest payable on such Payment Date notwithstanding the cancellation of such HVIF Note upon any registration of transfer, exchange or substitution of such HVIF Note subsequent to such Record Date. Any interest payable at maturity shall be paid to the Person to whom the principal of such HVIF Note is payable.

(d)                If HVIF defaults in the payment of interest on the HVIF Notes of any Series of HVIF Notes, such interest, to the extent paid on any date that is more than five (5) Business Days after the applicable due date, at the option of HVIF, shall cease to be payable to the Persons who were HVIF Noteholders of such Series of HVIF Notes on the applicable Record Date and HVIF shall pay the defaulted interest in any lawful manner, plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are HVIF Noteholders of such Series of HVIF Notes on a subsequent special record date which date shall be at least five (5) Business Days prior to the payment date, at the rate provided in the applicable HVIF Series Supplement and in the HVIF Notes of such Series of HVIF Notes. HVIF shall fix or cause to be fixed each such special record date and payment date, and at least fifteen (15) days before the special record date, HVIF (or the Trustee, in the name of and at the expense of HVIF) shall deliver to the HVIF Noteholders of such Series of HVIF Notes a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.16.          Tax Treatment.

HVIF has structured this Base Indenture and each existing HVIF Series Supplement and will structure each future HVIF Series Supplement and the HVIF Notes have been (or will be) issued with the intention that the HVIF Notes will qualify under applicable tax law as indebtedness and any entity acquiring any direct or indirect interest in any HVIF Note by acceptance of its HVIF Notes (or, in the case of a Note Owner, by virtue of such Note Owner’s acquisition of a beneficial interest therein) agrees to treat the HVIF Notes (or beneficial interests therein) for purposes of federal, state and local and income or franchise taxes and any other tax imposed on or measured by income, as indebtedness.

Article III

SECURITY

Section 3.1.             Grant of Security Interest.

(a)                To secure the HVIF Note Obligations, HVIF hereby pledges, assigns, conveys, delivers, transfers and sets over to the Trustee, for the benefit of the HVIF Noteholders and the Trustee, and hereby grants to the Trustee, for the benefit of such HVIF Noteholders and the Trustee, a security interest in, all of the following property now owned or at any time hereafter acquired by HVIF or in which HVIF now has or at any time in the future may acquire any right, title or interest (collectively, the “HVIF Indenture Collateral”):

(i)             the Lease Related Agreements as and to the extent they relate to the HVIF Vehicle Collateral or the HVIF Note Obligations, including, without limitation, all monies relating to such HVIF Vehicle Collateral or the HVIF Note Obligations due and to become due to HVIF under or in connection with the Lease Related Agreements, whether payable as Rent, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the Lease Related Agreements or otherwise, all security for amounts so payable thereunder and all rights, remedies, powers, privileges and claims of HVIF against any other party under or with respect to the Lease Related Agreements (whether arising pursuant to the terms of such Lease Related Agreements or otherwise available to HVIF at law or in equity) as and to the extent such rights, remedies, powers, privileges and claims relate to the HVIF Vehicle Collateral or the HVIF Note Obligations, the right to enforce any of the Lease Related Agreements to the extent they relate to the HVIF Vehicle Collateral or the HVIF Note Obligations and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Lease Related Agreements or the obligations of any party thereunder, in each case as and to the extent such consents, requests, notices, directions, approvals, extensions or waivers relate to the HVIF Vehicle Collateral or the HVIF Note Obligations;

(ii)            without duplication, the Related Documents (other than the Lease Related Agreements), including all monies due and to become due to HVIF under or in connection with any such Related Document, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any provision of any such Related Document, all security for amounts payable thereunder and all rights, remedies, powers, privileges and claims of HVIF against any other party under or with respect to any such Related Document (whether arising pursuant to the terms of such Related Document or otherwise available to HVIF at law or in equity), the right to enforce any such Related Document as provided herein and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to any such Related Document or the obligations of any party thereunder;

(iii)           the HVIF Collection Account, all monies on deposit from time to time in the HVIF Collection Account and all proceeds thereof;

(iv)           all additional property that may from time to time hereafter (pursuant to the terms of this Base Indenture or otherwise) be subjected to the grant and pledge hereof by HVIF or by anyone on its behalf, including any Incentive Rebate Receivables; and

(v)            to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

(b)                To secure the HVIF Note Obligations, HVIF hereby confirms the grant, pledge, hypothecation, assignment, conveyance, delivery and transfer to the Collateral Agent under the Collateral Agency Agreement for the benefit of the Trustee, on behalf of the HVIF Noteholders and the Trustee, of a continuing first priority perfected Lien on all right, title and interest of HVIF in, to and under the HVIF Vehicle Collateral.

(c)                The foregoing grant is made in trust to secure the HVIF Note Obligations and to secure compliance with the provisions of this Base Indenture and any HVIF Series Supplement, all as provided in this Base Indenture. The Trustee, as trustee on behalf of itself and the HVIF Noteholders, acknowledges such grant, accepts the trusts under this Base Indenture in accordance with the provisions of this Base Indenture agrees to perform its duties required in this Base Indenture. Except as otherwise stated in any HVIF Series Supplement, the HVIF Collateral shall secure the HVIF Notes equally and ratably without prejudice, priority or distinction.

(d)                The HVIF Collateral has been pledged to the Trustee to secure each Series of HVIF Notes. For all purposes hereunder and for the avoidance of doubt, the HVIF Indenture Collateral will be held by the Trustee solely for the benefit of the HVIF Noteholders and the Trustee.

Section 3.2.             Certain Rights and Obligations of HVIF Unaffected.

(a)                Actions With Respect to Related Documents. Without derogating from the absolute nature of the assignment granted to the Trustee under this Base Indenture or the rights of the Trustee hereunder, unless an Amortization Event, Liquidation Event of Default or Limited Liquidation Event of Default has occurred and is continuing, subject to the provisions of Section 3.3 herein and except to the extent prohibited by Section 8.7, HVIF shall be permitted (subject to the Trustee’s right (acting at the direction of a Controlling Party, the Required Noteholders or the Requisite HVIF Investors, as applicable) to revoke such permission in the event of an Amortization Event, Liquidation Event of Default or Limited Liquidation Event of Default) to give all requests, notices, directions or approvals, if any, that are required to be given in the normal course of business (which, for the avoidance of doubt, does not include waivers of defaults under, or consent to amendments or modifications of, any of the Related Documents) to any Person in accordance with the terms of the Related Documents. For the avoidance of doubt, without limiting the rights of the Trustee or the Lessor under the HVIF Lease, so long as no Servicer Default, Amortization Event, Liquidation Event of Default or Limited Liquidation Event of Default has occurred and is continuing, HVIF shall not be required to take any action or exercise any rights, remedies, powers or privileges with respect to any Manufacturer to the extent the Servicer determines that such inaction or failure to exercise is in accordance with the Servicing Standard.

(b)                Assignment of HVIF Collateral to Trustee. The assignment of the HVIF Collateral to the Trustee on behalf of the HVIF Noteholders and the Trustee shall not (i) relieve HVIF from the performance of any term, covenant, condition or agreement on HVIF’s part to be performed or observed under or in connection with any of the Lease Related Agreements or any of the Manufacturer Programs or from any liability to any Person thereunder or (ii) impose any obligation on the Trustee or any such HVIF Noteholders to perform or observe any such term, covenant, condition or agreement on HVIF’s part to be so performed or observed or impose any liability on the Trustee or any of the HVIF Noteholders for any act or omission on the part of HVIF or from any breach of any representation or warranty on the part of HVIF.

(c)                 Indemnification of Trustee. HVIF shall indemnify the Trustee against any and all loss, liability or expense (including the reasonable fees and expenses of counsel) incurred by it in connection with enforcing this Base Indenture or any Related Document or preserving any of its rights to, or realizing upon, any of the HVIF Collateral; provided, however, the foregoing indemnification shall not extend to any action by the Trustee that constitutes negligence or willful misconduct by the Trustee or any other indemnified person hereunder. The indemnification provided for in this Section 3.2(c) shall survive the removal of, or a resignation by, such Person as Trustee as well as the termination of this Base Indenture or any HVIF Series Supplement.

Section 3.3.             Performance of Related Documents.

Upon the occurrence of an Amortization Event, Liquidation Event of Default, Limited Liquidation Event of Default or a default or breach by any Person party to any Related Document or a Manufacturer Program, promptly following a request from the Trustee or the Collateral Agent (in each case, acting at the direction of a Controlling Party, the Required Noteholders or the Requisite HVIF Investors, as applicable) or a Controlling Party to do so and at HVIF’s expense, HVIF agrees to take all such lawful action HVIF determines to be reasonably necessary to compel or secure the performance and observance by: (i) Hertz Vehicles LLC, HGI, the HVIF Administrator, the Servicer, the Lessee, or any other party to any of the Related Documents of its obligations to HVIF, solely to the extent that such obligations relate to or otherwise affect the HVIF Collateral or the HVIF Note Obligations, and (ii) a Manufacturer under a Manufacturer Program of its obligations to HVIF, solely to the extent that such obligations relate to or otherwise affect the HVIF Collateral, including, without limitation, any obligations of such Manufacturer to HGI or Hertz, as applicable, that have been assigned to HVIF and constitute a part of the HVIF Collateral, in each case in accordance with the applicable terms thereof, and to exercise any and all rights, remedies, powers and privileges relating to the HVIF Collateral as are lawfully available to HVIF to the extent and in the manner directed by the Trustee or the Collateral Agent (in each case, acting at the direction of a Controlling Party, the Required Noteholders or the Requisite HVIF Investors, as applicable), including, without limitation, the transmission of notices of default and the institution of legal or administrative actions or proceedings to compel or secure performance by Hertz Vehicles LLC, HGI, the HVIF Administrator, the Servicer, the Lessee, or such other party to any of the Related Documents or by a Manufacturer under a Manufacturer Program, of their respective obligations thereunder. If (i) HVIF shall have failed, within thirty (30) days of receiving such direction of the Trustee or the Collateral Agent, as applicable, to take commercially reasonable action to accomplish such directions of the Trustee or the Collateral Agent, as applicable, (ii) HVIF refuses to take any such action, (iii) a Controlling Party, the Required Noteholders or the Requisite HVIF Investors, as applicable, reasonably determines that such action must be taken immediately or (iv) an Amortization Event with respect to any Series of HVIF Notes, any Limited Liquidation Event of Default or any Liquidation Event of Default has occurred and is continuing, in any such case a Controlling Party may, but shall not be obligated to, direct the Trustee or the Collateral Agent (as applicable) to take, at the expense of HVIF, such previously directed action and any related action permitted under this Base Indenture, provided such action relates to the HVIF Collateral or the HVIF Note Obligations, which a Controlling Party, the Required Noteholders or the Requisite HVIF Investors, as applicable thereafter determines is appropriate (without the need under this provision or any other provision under this Base Indenture to direct HVIF to take such action), on behalf of HVIF and the HVIF Noteholders. Notwithstanding anything herein to the contrary, commencing on the first date on which no Series of HVIF Notes is Outstanding, the obligations, covenants and agreements set forth in this Sections 3.3 shall terminate in full.

Section 3.4.             Release of HVIF Indenture Collateral.

(a)                The Trustee shall, when required by the provisions of this Base Indenture or any HVIF Series Supplement, execute instruments to release property from the lien of this Base Indenture or any or all HVIF Series Supplements, as applicable, or convey the Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Base Indenture or such HVIF Series Supplements, as applicable. No party relying upon an instrument executed by the Trustee as provided in this Section 3.4 shall be bound to ascertain the Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

(b)                In accordance with the Collateral Agency Agreement, from and after the earliest of (i) in the case of a Program Vehicle subject to a Repurchase Program, the Turnback Date for such Program Vehicle, (ii) in the case of a Program Vehicle subject to a Guaranteed Depreciation Program, the date of sale of such Program Vehicle by an auction dealer to a third party, (iii) in the case of a Non-Program Vehicle, the date of the deposit of the Disposition Proceeds of such Non-Program Vehicle by or on behalf of HVIF into the HVIF Collection Account or a Collateral Account, (iv) in the case of a Casualty, the date the related Casualty Payment Amount is deposited into the HVIF Collection Account and (v) in the case of a Rejected Vehicle that was a new HVIF Vehicle at the time of rejection, the date the related payment for such Rejected Vehicle is deposited into the HVIF Collection Account, such HVIF Vehicle and the related Certificate of Title shall automatically be released from the lien of the Collateral Agency Agreement. Any Lien of the Trustee on the HVIF Vehicles shall automatically be deemed to be released concurrently with any release of the Lien of the Collateral Agent as provided in the Collateral Agency Agreement.

(c)                The Trustee shall, at such time when (a) there are no HVIF Notes Outstanding, (b) all HVIF Note Obligations due shall have been fully paid and satisfied, (c) the obligations of each Enhancement Provider under any Enhancement and Related Documents have terminated, and (d) any Enhancement shall have terminated, release any remaining portion of the HVIF Collateral from the lien of this Base Indenture and release to HVIF any amounts then on deposit in or credited to the HVIF Collection Account. The Trustee shall release property from the lien of this Base Indenture pursuant to this Section 3.4(c) only upon receipt of a Company Order accompanied by an Officer’s Certificate and an Opinion of Counsel meeting the applicable requirements of Sections 3.5 and 13.13 of this Base Indenture.

Section 3.5.             Opinion of Counsel and Officer’s Certificates.

The Trustee shall receive at least seven (7) days’ notice when requested by HVIF to take any action pursuant to Section 3.4 of this Base Indenture, accompanied by copies of any instruments involved, an Opinion of Counsel as described in Section 3.4(c) of this Base Indenture and an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee, concluding that all such action will not materially and adversely impair the security for the HVIF Notes or the rights of the HVIF Noteholders in a manner not permitted under the Related Documents.

Section 3.6.             Stamp, Other Similar Taxes and Filing Fees.

HVIF shall indemnify and hold harmless the Trustee, the Collateral Agent, each Controlling Party and each HVIF Noteholder from any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, that may be assessed, levied or collected by any jurisdiction in connection with this Base Indenture. HVIF shall pay any and all amounts in respect of, all search, filing, recording and registration fees, taxes, excise taxes and other similar imposts that may be payable or determined to be payable in respect of the execution, delivery, performance and/or enforcement of this Base Indenture.

Section 3.7.             Duty of the Trustee.

Except for actions expressly authorized by this Base Indenture, the Trustee shall take no action reasonably likely to impair the security interests created hereunder in any of the HVIF Collateral now existing or hereafter created or to impair the value of any of the HVIF Collateral now existing or hereafter created.

Article IV

REPORTS

Section 4.1.             Reports and Instructions to Trustee.

(a)                Daily Collection Reports. On each Business Day commencing on the Initial HVIF Closing Date, HVIF shall prepare and maintain, or cause to be prepared and maintained, a record (each, a “Daily Collection Report”) setting forth the aggregate of the amounts deposited in the HVIF Collection Account which shall consist of: (A) the aggregate amount of payments received from Manufacturers and/or auction dealers under Manufacturer Programs related to Program Vehicles and in each case deposited in the HVIF Collection Account, plus (B) the aggregate amount of proceeds received from third parties (other than Manufacturers and auction dealers) with respect to the sale of HVIF Vehicles and in each case deposited in the HVIF Collection Account, plus (C) the aggregate amount of (1) Incentive Rebate Receivables and (2) other HVIF Collections deposited in the HVIF Collection Account. HVIF shall deliver a copy of the Daily Collection Report for each Business Day to the Trustee.

(b)                Reports and Certificates. Promptly following delivery to HVIF, HVIF shall forward to the Trustee copies of all reports, certificates, information or other materials delivered to HVIF pursuant to the HVIF Lease.

(c)                Monthly Servicing Certificate. On or before the fourth (4th) Business Day prior to each Payment Date (unless otherwise agreed by the Trustee), HVIF shall furnish to the Trustee and the Paying Agent a certificate substantially in the form of Exhibit A (each a “Monthly Servicing Certificate”).

(d)                Monthly HVIF Noteholders’ Statement and Payment Date Directions. On or before the fourth (4th) Business Day prior to each Payment Date (unless otherwise agreed by the Trustee), HVIF shall furnish to the Trustee a Monthly HVIF Noteholders’ Statement (substantially in the form provided in the applicable HVIF Series Supplement) and Payment Date Directions, in each case, with respect to each Series of HVIF Notes.

(e)                Monthly Collateral Certificate. On or before each Payment Date, HVIF shall furnish to the Trustee and the Collateral Agent an Officer’s Certificate of HVIF to the effect that, except as stated therein, (i) the HVIF Vehicles and all other HVIF Collateral is free and clear of all Liens, other than Permitted Liens, and (ii) the aggregate amount of all vicarious liability claims outstanding against HVIF as of the immediately preceding Determination Date is less than $5,000,000. If the aggregate amount of vicarious liability claims outstanding against HVIF exceeds $5,000,000, the Officer’s Certificate delivered pursuant to this Section 4.1(e) shall also contain a schedule describing all of the vicarious liability claims then outstanding against HVIF.

(f)                 Quarterly Compliance Certificates. On the Payment Date in each of March, June, September and December, commencing in December 2020, HVIF shall deliver to the Trustee an Officer’s Certificate of HVIF to the effect that, except as provided in a notice delivered pursuant to Section 8.8 of this Base Indenture, no Amortization Event or Potential Amortization Event with respect to any Series of HVIF Notes Outstanding has occurred or is continuing and no HVIF Operating Lease Event of Default or HVIF Potential Operating Lease Event of Default has occurred or is continuing.

(g)                Non-Program Vehicle Report. On the Payment Date in May of each year, commencing in May 2021, HVIF shall cause a nationally recognized firm of independent certified public accountants to furnish a report to the Trustee and the Rating Agencies to the effect that they have performed certain agreed upon procedures with respect to the calculations of (i) the Disposition Proceeds received by HVIF from the sale or other disposition of all Non-Program Vehicles (other than Casualties) sold or otherwise disposed of during the Related Month, (ii) the respective Net Book Values of such Non-Program Vehicles and (iii) the Market Values of such Non-Program Vehicles on the date of such sale or other disposition.

(h)                Verification of Title. On or prior to May 30 of each year, commencing May 30, 2021, HVIF shall cause a nationally recognized firm of independent certified public accountants to furnish a report to the Trustee and the Rating Agencies to the effect that they have performed certain agreed upon procedures on a statistical sample of the Certificates of Title of the HVIF Vehicles designed to provide a ninety-five percent (95%) confidence level confirming that the HVIF Vehicles are titled in the name of Hertz Vehicles LLC and the Certificates of Title show a first lien in the name of the Collateral Agent, except for such exceptions as shall be set forth in such report.

(i)                 Additional Information. From time to time such additional information regarding the financial position, results of operations or business of Hertz, Hertz Vehicles LLC, HGI or HVIF as the Trustee may reasonably request to the extent that such information is available to HVIF pursuant to the Related Documents.

(j)                 Instructions as to Withdrawals and Payments. HVIF shall furnish, or cause to be furnished, to the Trustee or the Paying Agent, as applicable, written instructions to make withdrawals and payments from the HVIF Collection Account, and any other accounts specified in an HVIF Series Supplement and to make drawings under any Enhancement, as contemplated herein and in any HVIF Series Supplement. The Trustee and the Paying Agent shall promptly follow any such written instructions.

Section 4.2.             Reports to HVIF Noteholders.

(a)                On each Payment Date, the Paying Agent shall forward to each HVIF Noteholder of record as of the immediately preceding Record Date of each Series of HVIF Notes Outstanding the Monthly HVIF Noteholders’ Statement with respect to such Series of HVIF Notes, with a copy to the Rating Agencies and any Enhancement Provider with respect to such Series of HVIF Notes, which delivery may be satisfied by the Paying Agent posting, or causing to be posted, such Monthly HVIF Noteholders’ Statement to a password-protected website made available to such HVIF Noteholders, the Rating Agencies and such Enhancement Providers or by any other reasonable means of electronic transmission (including, without limitation, e-mail, file transfer protocol or otherwise). HVIF shall provide the e-mail address for any Rating Agency or Enhancement Provider in writing to the Paying Agent at least four (4) Business Days prior to each Payment Date (if not previously provided to the Paying Agent).

(b)                Annual HVIF Noteholders’ Tax Statement. Unless otherwise specified in the applicable HVIF Series Supplement, on or before January 31 of each calendar year, beginning with calendar year 2021, the Paying Agent shall furnish to each Person who at any time during the preceding calendar year was an HVIF Noteholder or a Controlling Party a statement prepared by HVIF containing the information which is required to be contained in the Monthly HVIF Noteholders’ Statements with respect to such Series of HVIF Notes aggregated for such calendar year or the applicable portion thereof during which such Person was an HVIF Noteholder, together with such other customary information (consistent with the treatment of the HVIF Notes as debt) as HVIF deems necessary or desirable to enable the HVIF Noteholders to prepare their tax returns (each such statement, an “Annual HVIF Noteholders’ Tax Statement”). Such obligations of HVIF to prepare and the Paying Agent to distribute the Annual HVIF Noteholders’ Tax Statement shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Paying Agent pursuant to any requirements of the Code as from time to time in effect.

Section 4.3.             Rule 144A Information.

For so long as any of the HVIF Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, HVIF agrees to provide or cause to be provided to any HVIF Noteholder or Note Owner and to any prospective purchaser of HVIF Notes designated by such HVIF Noteholder or Note Owner upon the request of such HVIF Noteholder or Note Owner or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4) under the Securities Act.

Section 4.4.             HVIF Administrator.

Pursuant to the HVIF Administration Agreement, the HVIF Administrator has agreed to provide certain services to HVIF and to take certain actions on behalf of HVIF, including performing or otherwise satisfying any action, determination, calculation, direction, instruction, notice, delivery or other performance obligation, in each case, permitted or required by HVIF pursuant to this Base Indenture. Each HVIF Noteholder by its acceptance of an HVIF Note and each of the parties hereto by its execution hereof, hereby consents to the provision of such services and the taking of such action by the HVIF Administrator in lieu of HVIF and hereby agrees that HVIF’s obligations hereunder with respect to any such services performed or action taken shall be deemed satisfied to the extent performed or taken by the HVIF Administrator and to the extent so performed or taken by the HVIF Administrator shall be deemed for all purposes hereunder to have been so performed or taken by HVIF; provided that, for the avoidance of doubt, none of the foregoing shall create any payment obligation of the HVIF Administrator or relieve HVIF of any payment obligation hereunder.

Section 4.5.             Termination of Article IV.

Notwithstanding anything herein to the contrary, commencing on the first date on which no Series of HVIF Notes is Outstanding, the obligations, covenants and agreements set forth in Sections 4.1 through 4.4 of this Base Indenture shall terminate in full.

Article V

ALLOCATION AND APPLICATION OF HVIF COLLECTIONS

Section 5.1.             HVIF Collection Account.

(a)                Establishment of HVIF Collection Account. On or prior to the Initial HVIF Closing Date, HVIF, the Securities Intermediary and the Trustee shall have established a securities account no. 781332 (such account, or if succeeded or replaced by another account then such successor or replacement account, the “HVIF Collection Account”) in the name of, and under the control of, the Trustee that shall be maintained for the benefit of the HVIF Noteholders. If at any time a Trust Officer obtains actual knowledge or receives written notice that the HVIF Collection Account is no longer an Eligible Account, the Trustee, within ten (10) Business Days of obtaining such knowledge, shall cause the HVIF Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution and cause the depositary maintaining the new HVIF Collection Account to assume the obligations of the existing Securities Intermediary hereunder.

(b)                Administration of the HVIF Collection Account. HVIF may instruct (by standing instructions or otherwise) the institution maintaining the HVIF Collection Account to invest funds on deposit in such HVIF Collection Account from time to time in Permitted Investments; provided, however, that any such investment in the HVIF Collection Account shall mature not later than the Business Day following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the HVIF Collection Account). Investments of funds on deposit in administrative sub-accounts of the HVIF Collection Account established in respect of particular HVIF Notes shall be required to mature on or before the dates specified in the applicable HVIF Series Supplement. In the absence of written investment instructions hereunder, funds on deposit in the HVIF Collection Account shall remain uninvested. HVIF shall not direct the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment. The Trustee shall have no liability for any losses incurred as a result of investments made at the direction of HVIF, and the Trustee shall have no responsibility to monitor the investment rating or other eligibility requirements of any Permitted Investment.

(c)                Earnings from HVIF Collection Account. All interest and earnings (net of losses and investment expenses) paid on amounts on deposit in or credited to the HVIF Collection Account shall be deemed to be available and on deposit for distribution.

(d)                Establishment of Series Accounts. To the extent specified in the HVIF Series Supplement with respect to any Series of HVIF Notes, the Trustee may establish and maintain one or more Series Accounts and/or administrative sub-accounts of the HVIF Collection Account to facilitate the proper allocation of HVIF Collections in accordance with the terms of such HVIF Series Supplement.

Section 5.2.             Trustee as Securities Intermediary.

(a)                With respect to the HVIF Collection Account, the Trustee or other Person maintaining such HVIF Collection Account shall be the “securities intermediary” (as defined in Section 8-102(a)(14) of the New York UCC and a “bank” (as defined in Section 9- 102(a)(8) of the New York UCC), in such capacities, the “Securities Intermediary”) with respect to the HVIF Collection Account. If the Securities Intermediary is not the Trustee, HVIF shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.2.

(b)                The Securities Intermediary agrees that:

(i)                 The HVIF Collection Account is an account to which Financial Assets will be credited;

(ii)               All securities or other property underlying any Financial Assets credited to the HVIF Collection Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to the HVIF Collection Account be registered in the name of HVIF, payable to the order of HVIF or specially endorsed to HVIF;

(iii)             All property delivered to the Securities Intermediary pursuant to this Base Indenture and all Permitted Investments thereof will be promptly credited to the HVIF Collection Account;

(iv)              Each item of property (whether investment property, security, instrument or cash) credited to the HVIF Collection Account shall be treated as a Financial Asset;

(v)                If at any time the Securities Intermediary shall receive any order or instruction from the Trustee directing transfer or redemption of any Financial Asset relating to the HVIF Collection Account or any instruction with respect to the disposition of funds therein, the Securities Intermediary shall comply with such entitlement order on instruction without further consent by HVIF or the HVIF Administrator;

(vi)              The HVIF Collection Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the New York UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction within the meaning of Section 9-304 and Section 8-110 of the New York UCC and the HVIF Collection Account (as well as the Security Entitlements related thereto) shall be governed by the laws of the State of New York;

(vii)            The Securities Intermediary has not entered into, and until termination of this Base Indenture, will not enter into, any agreement with any other Person relating to the HVIF Collection Account and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with Entitlement Orders or instructions (within the meaning of Section 9-104 of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Base Indenture will not enter into, any agreement with HVIF purporting to limit or condition the obligation of the Securities Intermediary to comply with Entitlement Orders or instructions (within the meaning of Section 9-104 of the New York UCC) as set forth in Section 5.2(b)(v) of this Base Indenture; and

(viii)          Except for the claims and interest of the Trustee and HVIF in the HVIF Collection Account, the Securities Intermediary knows of no claim to, or interest in, the HVIF Collection Account or in any Financial Asset credited thereto. If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the HVIF Collection Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Trustee, the HVIF Administrator and HVIF thereof.

(c)                The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the HVIF Collection Account and in all Proceeds thereof, and shall be the only person authorized to originate Entitlement Orders in respect of the HVIF Collection Account.

(d)                The Securities Intermediary will promptly send copies of all statements for the HVIF Collection Account, which statements shall reflect any Financial Assets credited thereto simultaneously to each of HVIF, the HVIF Administrator, and the Trustee at the addresses set forth in Section 13.1 of this Base Indenture.

(e)                In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the HVIF Collection Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Trustee for the benefit of the HVIF Noteholders and the Trustee. The Financial Assets and other items deposited to the HVIF Collection Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Trustee for the benefit of the HVIF Noteholders and the Trustee.

(f)                 Notwithstanding anything in Section 5.1 of this Base Indenture or this Section 5.2 to the contrary, the parties hereto agree that as permitted by Section 8-504(c)(1) of the New York UCC, with respect to the HVIF Collection Account, the Securities Intermediary may satisfy the duty in Section 8-504(a) of the New York UCC with respect to any cash to be credited to the HVIF Collection Account by crediting to such HVIF Collection Account a general unsecured claim against the Securities Intermediary, as a bank, payable on demand, for the amount of such cash.

(g)                Notwithstanding anything in Section 5.1 of this Base Indenture or this Section 5.2 to the contrary, with respect to the HVIF Collection Account and any credit balances not constituting Financial Assets credited thereto, the Securities Intermediary shall be acting as a bank (as defined in Section 9-102(a)(8) of the New York UCC) if the HVIF Collection Account is deemed not to constitute a securities account.

(h)                As permitted by Article 4 of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (the “Hague Convention”), the parties hereto agree that the law of the State of New York shall govern the issues specified in Article 2 of the Hague Convention. The provisions of the immediately preceding sentence shall be construed as an amendment to any other account agreement governing the Series 2020-1 Accounts.

Section 5.3.             HVIF Collections and Allocations.

(a)                HVIF Collections in General. Until this Base Indenture is terminated pursuant to Section 11.1 of this Base Indenture, HVIF shall, and the Trustee is authorized (upon written instructions) to, cause all HVIF Collections due and to become due to HVIF or the Trustee, as the case may be, to be deposited to the HVIF Collection Account at such times as such amounts are due in the following manner:

(i)                 all Incentive Rebate Receivables and all amounts due under or in connection with the HVIF Vehicle Collateral, including, without limitation, amounts due from Manufacturers and their related auctions dealers under their Manufacturer Programs with respect to the HVIF Vehicles, other than HVIF Excluded Payments and Permitted Check Payments, shall be deposited directly into a Collateral Account by the Manufacturers and the related auction dealers and shall be withdrawn from such Collateral Account and deposited either into the HVIF Collection Account within seven (7) Business Days of the deposit thereof into such Collateral Account;

(ii)               all amounts representing the proceeds from sales of HVIF Vehicles to third parties, other than the Manufacturers or their auction dealers, and all amounts received by the Servicer in the form of Permitted Check Payments shall be deposited into a Collateral Account within two (2) Business Days of receipt by the Servicer and shall be withdrawn from a Collateral Account and either deposited into the HVIF Collection Account within seven (7) Business Days of the deposit thereof into a Collateral Account;

(iii)             all insurance proceeds and warranty payments in respect of the HVIF Vehicles, other than HVIF Excluded Payments, shall be deposited into a Collateral Account within two (2) Business Days of receipt by the Servicer and shall be withdrawn from a Collateral Account and deposited into the HVIF Collection Account within seven (7) Business Days of the deposit thereof into a Collateral Account;

(iv)              all amounts payable to HVIF pursuant to the HVIF Lease shall be paid directly to the Trustee for deposit into the HVIF Collection Account;

(v)                all amounts payable by the Nominee pursuant to Section 10.1 of the Nominee Agreement shall be deposited directly into a Collateral Account by the Nominee and shall be withdrawn from a Collateral Account and deposited into the HVIF Collection Account within seven (7) Business Days of the deposit thereof into a Collateral Account; and

(vi)              all HVIF Collections from any other source shall be either paid directly into the HVIF Collection Account at such times as such amounts are due or deposited by the Servicer into the HVIF Collection Account within seven (7) Business Days after deposit thereof into a Collateral Account.

Notwithstanding the foregoing, unless an Amortization Event with respect to any Series of HVIF Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the HVIF Vehicles shall not be required to be deposited in a Collateral Account or the HVIF Collection Account, and may be held by HVIF or paid to Hertz. HVIF agrees that if any HVIF Collections shall be received by HVIF in an account other than a Collateral Account or the HVIF Collection Account or in any other manner, such monies, instruments, cash and other proceeds will not be commingled by HVIF with any of its other funds or property, if any, but will be held separate and apart therefrom and shall be held in trust by HVIF for, and immediately (but in any event within two (2) Business Days from receipt) paid over to the Trustee or the Collateral Agent, as applicable, with any necessary endorsement. All HVIF Collections deposited into a Collateral Account shall be allocated and distributed to the Trustee as provided in the Collateral Agency Agreement. Subject to Section 9.11 of this Base Indenture, all monies, instruments, cash and other proceeds received by the Trustee pursuant to this Base Indenture (including amounts received from the Collateral Agent) shall be immediately deposited in the HVIF Collection Account and shall be applied as provided in this Article V.

(b)                Allocations for HVIF Noteholders. On each day on which HVIF Collections are deposited into the HVIF Collection Account, HVIF shall allocate HVIF Collections deposited into the HVIF Collection Account in accordance with this Article V and shall instruct the Trustee in writing to withdraw the required amounts from the HVIF Collection Account and make the required deposits in any Series Account in accordance with this Article V, as modified by each HVIF Series Supplement. HVIF shall make such deposits or payments on the date indicated therein in immediately available funds or as otherwise provided in the applicable HVIF Series Supplement for any Series of HVIF Notes.

(c)                Sharing HVIF Collections. In the manner described in the applicable HVIF Series Supplement, to the extent that Principal Collections that are allocated to any Series of HVIF Notes on a Payment Date are not needed to make payments to HVIF Noteholders of such Series of HVIF Notes or required to be deposited in a Series Account for such Series of HVIF Notes on such Payment Date, such Principal Collections may, at the direction of HVIF, be applied to cover principal payments due to or for the benefit of HVIF Noteholders of another Series of HVIF Notes. Any such reallocation will not result in a reduction in the Principal Amount of the Series of HVIF Notes to which such Principal Collections were initially allocated.

(d)                Unallocated Principal Collections. If, after giving effect to Section 5.3(c) of this Base Indenture, Principal Collections allocated to any Series of HVIF Notes on any Payment Date are in excess of the amount required to be paid in respect of such Series of HVIF Notes on such Payment Date, then any such excess Principal Collections shall be allocated to HVIF or such other party as may be entitled thereto as set forth in any HVIF Series Supplement.

Section 5.4.             Determination of Monthly Interest.

Monthly payments of interest on each Series of HVIF Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the applicable HVIF Series Supplement.

Section 5.5.             Determination of Monthly Principal.

Monthly payments of principal of each Series of HVIF Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the applicable HVIF Series Supplement. All principal of or interest on any Series of HVIF Notes, however, shall be due and payable no later than the Legal Final Payment Date with respect to such Series of HVIF Notes.

Article VI

DISTRIBUTIONS

Section 6.1.             Distributions in General.

(a)                Unless otherwise specified in the applicable HVIF Series Supplement, on each Payment Date, the Paying Agent shall pay to the HVIF Noteholders of each Series of HVIF Notes of record on the preceding Record Date the amounts payable thereto hereunder by wire transfer to such HVIF Noteholder in accordance with the instructions for such HVIF Noteholder appearing in the Note Register except that with respect to HVIF Notes registered in the name of a Clearing Agency or its nominee, such amounts shall be payable by wire transfer of immediately available funds released by the Paying Agent from the applicable Series Account on the Payment Date for credit to the account designated by such Clearing Agency or its nominee, as applicable; provided, however, that, the final principal payment due on an HVIF Note shall only be paid to the HVIF Noteholder of a Definitive Note on due presentment of such Definitive Note for cancellation in accordance with the provisions of the HVIF Note.

(b)                Unless otherwise specified in the applicable HVIF Series Supplement (i) all distributions to HVIF Noteholders of all Classes within a Series of HVIF Notes will have the same priority and (ii) in the event that on any date of determination the amount available to make payments to the HVIF Noteholders of a Series of HVIF Notes is not sufficient to pay all sums required to be paid to such HVIF Noteholders on such date, then each Class of HVIF Noteholders will receive its ratable share (based upon the aggregate amount due to such Class of HVIF Noteholders as determined by, and set forth in, a written instruction from HVIF to the Trustee) of the aggregate amount available to be distributed in respect of the HVIF Notes of such Series.

(c)                Notwithstanding anything herein or in any HVF Series Supplement, neither the Paying Agent nor the Trustee shall be obligated to pay or distribute any amounts on any Business Day unless the full amount of all relevant funds is received in the applicable Series Account prior to 2:00 p.m., New York City time, on such Business Day. The Paying Agent or the Trustee, as applicable, shall use reasonably commercial business efforts to pay or distribute any such amounts received after 2:00 p.m., New York City time, on such Business Day as soon as reasonable practicable following receipt in full thereof.

Section 6.2.             Optional Repurchase of Notes.

Unless otherwise specified in the related HVIF Series Supplement, on or after the date (if any) set forth in the HVIF Series Supplement related to a Series of HVIF Notes, HVIF shall have the option to purchase all Outstanding HVIF Notes of such Series, or class of such Series, at a purchase price set forth in such HVIF Series Supplement. Unless otherwise specified in the related HVIF Series Supplement, HVIF shall give the Trustee at least thirty (30) days’ prior written notice of the date on which HVIF intends to exercise such option to purchase. Unless otherwise specified in the related HVIF Series Supplement, not later than 12:00 noon, New York City time, on the date set for purchase, an amount equal to the purchase price for the HVIF Notes of such Series will be deposited into the HVIF Collection Account for such Series in immediately available funds. Unless otherwise specified in the related HVIF Series Supplement, the funds deposited into the HVIF Collection Account or distributed to the Trustee or the Paying Agent will be passed through in full to the HVIF Noteholders of such Series on such date.

Article VII

REPRESENTATIONS AND WARRANTIES

HVIF hereby represents and warrants, for the benefit of the Trustee and the HVIF Noteholders, as follows as of the Initial HVIF Closing Date and each Series Closing Date with respect to any Series of HVIF Notes:

Section 7.1.             Existence and Power.

HVIF (a) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, (b) is duly qualified to do business as a foreign limited liability company and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations under the Related Documents make such qualification necessary, except to the extent that the failure to so qualify is not reasonably likely to result in a Material Adverse Effect, and (c) has all limited liability company powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and for purposes of the transactions contemplated by this Base Indenture and the other Related Documents.

Section 7.2.             Limited Liability Company and Governmental Authorization.

The execution, delivery and performance by HVIF of this Base Indenture, the applicable HVIF Series Supplement and the other Related Documents to which it is a party (a) is within HVIF’s limited liability company powers, (b) has been duly authorized by all necessary limited liability company action, (c) requires no action by or in respect of, or filing with, any Governmental Authority that has not been obtained and (d) does not contravene, or constitute a default under, any Requirements of Law with respect to HVIF or any Contractual Obligation with respect to HVIF or result in the creation or imposition of any Lien on property of HVIF, except for Liens created by this Base Indenture, the applicable HVIF Series Supplement or the other Related Documents. This Base Indenture and each of the other Related Documents to which HVIF is a party has been executed and delivered by a duly authorized officer of HVIF.

Section 7.3.             No Consent.

No consent, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery by HVIF of this Base Indenture, any HVIF Series Supplement or any other Related Documents or for the performance of any of HVIF’s obligations hereunder or thereunder other than such consents, approvals, authorizations, registrations, declarations or filings as shall have been previously obtained by HVIF and except to the extent that the failure to so obtain any such consent, approval or authorization, take any such action or effect any such registration, declaration or filing is not reasonably likely to result in a Material Adverse Effect.

Section 7.4.             Binding Effect.

This Base Indenture and each other Related Document is a legal, valid and binding obligation of HVIF enforceable against HVIF in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing).

Section 7.5.             Litigation.

There is no action, suit or proceeding pending against or, to the knowledge of HVIF, threatened against or affecting HVIF before any court or arbitrator or any Governmental Authority with respect to which there is a reasonable possibility of an adverse decision that would be reasonably likely to result in a Material Adverse Effect.

Section 7.6.             No ERISA Plan.

HVIF has not established and does not maintain or contribute to any Plan that is covered by Title IV of ERISA.

Section 7.7.             Tax Filings and Expenses.

(a)                HVIF has filed all federal, state and local tax returns and all other tax returns that, to the knowledge of HVIF, are required to be filed (whether informational returns or not), and has paid all taxes due, if any, pursuant to said returns or pursuant to any assessment received by HVIF, except such taxes, if any, as are being contested in good faith and for which adequate reserves have been set aside on its books or where failure to file or pay such taxes would not reasonably be expected to have a Material Adverse Effect. HVIF has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign limited liability company authorized to do business in each jurisdiction in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

(b)                Since formation, HVIF has for U.S. federal tax purposes been classified as a disregarded entity wholly owned by a “United States person” within the meaning of Section 7701(a)(30) of the Code.

Section 7.8.             Disclosure.

All certificates, reports, statements, documents and other information (other than any certificates, reports, statements, documents or other information included in any financial statements of Hertz and its Consolidated Subsidiaries) furnished to the Trustee by or on behalf of HVIF pursuant to any provision of this Base Indenture or any other Related Documents or in connection with or pursuant to any amendment or modification of, or waiver under, this Base Indenture or any other Related Document, in each case, at the time the same are so furnished, shall be complete and correct to the extent necessary to give the Trustee true and accurate knowledge of the subject matter thereof in all material respects, and the furnishing of the same to the Trustee shall constitute a representation and warranty by HVIF made on the date the same are furnished to the Trustee to the effect specified herein.

Section 7.9.             Solvency.

Both before and after giving effect to the transactions contemplated by this Base Indenture and the other Related Documents, HVIF is solvent within the meaning of the Bankruptcy Code and HVIF is not the subject of any voluntary or involuntary case or proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy or insolvency law and no Event of Bankruptcy has occurred with respect to HVIF.

Section 7.10.          Investment Company Act.

HVIF is not, and is not controlled by, an “investment company” within the meaning of, and is not required to register as an “investment company” under, the Investment Company Act.

Section 7.11.          Regulations T, U and X.

The proceeds of the HVIF Notes shall not be used to purchase or carry any “margin stock” (as defined or used in the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof). HVIF is not engaged in the business of extending credit for the purpose of purchasing or carrying any margin stock.

Section 7.12.          Ownership of Limited Liability Company Interests; Subsidiary.

All of the issued and outstanding limited liability company interests of HVIF are owned by Hertz, all of which limited liability company interests have been validly issued, are fully paid and non-assessable and are owned of record by Hertz, free and clear of all Liens other than Permitted Liens; provided, however, that such limited liability company interests in HVIF (the “SPV Issuer Equity”) may be pledged for the benefit of one or more Pledged Equity Secured Parties pursuant to any Pledged Equity Security Agreement as long as such Pledged Equity Security Agreement contains the Required Standstill Provisions. HVIF has no subsidiaries and owns no capital stock of, or other equity interest in, any other Person.

Section 7.13.          Security Interests.

(a)                HVIF owns and has good and marketable title to the HVIF Collateral, free and clear of all Liens other than Permitted Liens. The Incentive Rebate Receivables, the Manufacturer Receivables and HVIF’s rights under the Lease Related Agreements constitute accounts or general intangibles under the applicable UCC. This Base Indenture constitutes a valid and continuing Lien on the HVIF Indenture Collateral in favor of the Trustee on behalf of the HVIF Noteholders, which Lien on the HVIF Indenture Collateral has been perfected and is prior to all other Liens (other than Permitted Liens), and the Collateral Agency Agreement constitutes a valid and continuing Lien on the HVIF Vehicle Collateral in favor of the Collateral Agent, which Lien on the HVIF Vehicle Collateral has been perfected and is prior to all other Liens (other than Permitted Liens) and, in each case, is enforceable as such as against creditors of and purchasers from HVIF in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing.

(b)                HVIF has received all consents and approvals required by the terms of the HVIF Collateral to the pledge of the HVIF Collateral to the Trustee or the Collateral Agent, as the case may be.

(c)                Other than the security interest granted to the Trustee hereunder and the Collateral Agent under the Collateral Agency Agreement, HVIF has not pledged, assigned, sold or granted a security interest in the HVIF Collateral, the Account Collateral or the HVIF General Intangibles Collateral. All action necessary (including the filing of UCC-1 financing statements, the assignment of rights under the Manufacturer Programs to the Collateral Agent under the Assignment Agreements and the notation on the Certificates of Title for all HVIF Vehicles of the Collateral Agent’s Lien for the benefit of the HVIF Noteholders) to protect and perfect the Trustee’s security interest in the HVIF Indenture Collateral and the Collateral Agent’s security interests in the HVIF Vehicle Collateral has been duly and effectively taken. No security agreement, financing statement, equivalent security or lien instrument or continuation statement listing HVIF as debtor covering all or any part of the HVIF Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by HVIF in favor of the Trustee on behalf of the HVIF Noteholders in connection with this Base Indenture or the Collateral Agent in connection with the Collateral Agency Agreement, and HVIF has not authorized and is not aware of any such filing.

(d)                HVIF’s legal name is Hertz Vehicle Interim Financing LLC and its location within the meaning of Section 9-307 of the applicable UCC is the State of Delaware.

(e)                Except for a change made pursuant to Section 8.19 of this Base Indenture, (i) HVIF’s sole place of business and chief executive office shall be at 8501 Williams Road, Estero, Florida 33928, and the place where its records concerning the HVIF Collateral are kept is at: 8501 Williams Road, Estero, Florida 33928 and (ii) HVIF’s jurisdiction of organization is Delaware. HVIF does not transact, and has not transacted, business under any other name.

(f)                 All authorizations in this Base Indenture for the Trustee to endorse checks, instruments and securities and to execute financing statements, continuation statements, security agreements and other instruments with respect to the HVIF Indenture Collateral and to take such other actions with respect to the HVIF Indenture Collateral authorized by this Base Indenture are powers coupled with an interest and are irrevocable.

(g)                This Base Indenture creates a valid and continuing Lien (as defined in the New York UCC) in the Account Collateral and the HVIF General Intangibles Collateral and all Proceeds thereof in favor of the Trustee on behalf of the Trustee for the benefit of the HVIF Noteholders, which Lien is prior to all other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from HVIF in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. All action necessary to perfect such first-priority security interest has been duly taken.

(h)                The HVIF General Intangibles Collateral constitutes “general intangibles” within the meaning of the New York UCC.

(i)                 HVIF has caused or shall have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the HVIF General Intangibles Collateral granted to the Trustee in favor of the HVIF Noteholders hereunder.

(j)                 HVIF has not authorized the filing of and is not aware of any financing statements against HVIF that include a description of collateral covering the Account Collateral or the HVIF General Intangibles Collateral other than any financing statement relating to the security interest granted to the Trustee in favor of the Trustee for the benefit of the HVIF Noteholders hereunder or that has been terminated. HVIF is not aware of any judgment or tax lien filings against HVIF.

(k)                HVIF is a Registered Organization.

Section 7.14.          Related Documents.

The Related Documents are in full force and effect. There are no outstanding Servicer Defaults or HVIF Operating Lease Events of Default nor have events occurred which, with the giving of notice, the passage of time or both, would constitute a Servicer Default or HVIF Operating Lease Event of Default.

Section 7.15.          Non-Existence of Other Agreements.

As of the date of the issuance of the first Series of HVIF Notes, other than as permitted by Section 8.22 of this Base Indenture, (i) HVIF is not a party to any contract or agreement of any kind or nature and (ii) HVIF is not subject to any material obligations or liabilities of any kind or nature in favor of any third party, including Contingent Obligations. As of the date of the issuance of the first Series of HVIF Notes, HVIF has not engaged in any activities since its formation (other than those incidental to its formation, the authorization and the issue of HVIF Notes, the execution of the Related Documents to which it is a party and the performance of the activities referred to in or contemplated by such agreements) and has not engaged in any business or enterprise or entered into any transaction, other than, in each case, as permitted by Section 8.23 of this Base Indenture.

Section 7.16.          Compliance with Contractual Obligations and Laws.

HVIF is not (i) in violation of the HVIF LLC Agreement, (ii) in violation of any Requirement of Law with respect to HVIF, except to the extent any such violation is not reasonably likely to result in a Material Adverse Effect or (iii) in violation of any Contractual Obligation with respect to HVIF, except to the extent any such violation is not reasonably likely to result in a Material Adverse Effect.

Section 7.17.          Other Representations.

All representations and warranties of HVIF made in each Related Document to which it is a party are true and correct (in all material respects to the extent any such representations and warranties do not incorporate a materiality limitation in their terms) as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date) and are repeated herein as though fully set forth herein.

Article VIII

COVENANTS

Section 8.1.             Payment of Notes.

HVIF shall pay the principal of (commitment fees and premium, if any) and interest on the HVIF Notes pursuant to the provisions of this Base Indenture and any applicable HVIF Series Supplement. Principal and interest shall be considered paid on the date due if the Paying Agent holds on that date money designated for and sufficient to pay all principal and interest then due.

Section 8.2.             Maintenance of Office or Agency.

HVIF shall maintain an office or agency (which may be an office of the Trustee, the Registrar or co-registrar) where HVIF Notes may be surrendered for registration of transfer or exchange, where notices and demands to or upon HVIF in respect of the HVIF Notes and this Base Indenture may be served, and where, at any time when HVIF is obligated to make a payment of principal of, and premium, if any, upon, the HVIF Notes, the HVIF Notes may be surrendered for payment.

HVIF shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time HVIF shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office, and HVIF hereby appoints the Trustee as its agent to receive all surrenders, notices and demands.

HVIF may also from time to time designate one or more other offices or agencies where the HVIF Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. HVIF shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

HVIF hereby designates the Corporate Trust Office as one such office or agency of HVIF.

Section 8.3.             Payment of Obligations.

HVIF shall pay and discharge, at or before maturity, all of its respective material obligations and liabilities, including, without limitation, tax liabilities and other governmental claims, except where the same may be contested in good faith by appropriate proceedings, and shall maintain, in accordance with GAAP, reserves as appropriate for the accrual of any of the same.

Section 8.4.             Conduct of Business and Maintenance of Existence.

HVIF shall maintain its existence as a limited liability company validly existing, and in good standing under the laws of the State of Delaware and shall obtain and preserve its qualification to do business in each jurisdiction in which the failure to so qualify would be reasonably likely to result in a Material Adverse Effect.

Section 8.5.             Compliance with Laws.

HVIF shall comply in all respects with all Requirements of Law with respect to HVIF, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings and where such noncompliance is not reasonably likely to result in a Material Adverse Effect and will not result in a Lien (other than a Permitted Lien) on any of the HVIF Collateral.

Section 8.6.             Inspection of Property, Books and Records.

HVIF shall keep proper books of record and account in which full, true and correct entries shall be made of all its dealings, transactions in relation to the HVIF Collateral and its business activities sufficient to prepare financial statements in accordance with GAAP, and shall permit the Trustee to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers and directors, all at such reasonable times upon reasonable notice and as often as may reasonably be requested.

Section 8.7.             Actions under the Related Documents.

(a)                HVIF shall cause the Servicer to comply, in accordance with the Servicing Standard, with respect to all of HVIF’s obligations under the Manufacturer Programs and shall not take or permit the Servicer to take any actions that would invalidate such Manufacturer Programs with respect to any Program Vehicle.

(b)                HVIF shall comply in all material respects with all of its obligations under the Manufacturer Programs. HVIF shall not take any action that would permit Hertz, Hertz Vehicles LLC, HGI, or any other Person to have the right to refuse to perform any of its respective obligations under any of the Related Documents, the Manufacturer Programs or any other instrument or agreement included in the HVIF Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Related Document, the Manufacturer Program or any such instrument or agreement, in each case solely to the extent relating to or otherwise affecting the HVIF Collateral or the HVIF Note Obligations.

(c)                Except as permitted in Section 3.2(a) of this Base Indenture, HVIF agrees that it shall not, without the prior written consent of the Trustee, acting at the direction of the Requisite HVIF Investors, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Related Document or under any instrument or agreement included in the HVIF Collateral, take any action to compel or secure performance or observance by any such obligor of its obligations to HVIF or give any consent, request, notice, direction, approval, extension or waiver with respect to any such obligor. Subject to Section 12.2 of this Base Indenture, HVIF agrees that it shall not, without the prior written consent of the Trustee, acting at the direction of the Requisite HVIF Investors, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any of the Related Documents or consent to the assignment of any of the Related Documents by any other party thereto (collectively, the “Related Document Actions”); provided, that, if any such Related Document Action does not materially adversely affect the HVIF Noteholders of one or more, but not all, Series of HVIF Notes, as evidenced by an Officer’s Certificate of HVIF, any such Series of HVIF Notes that is not materially adversely affected by such Related Document Action shall be deemed not to be Outstanding for purposes of such obtaining such consent (and the related calculation of Requisite HVIF Investors shall be modified accordingly); provided, further that, if any such Related Document Action does not materially adversely affect the HVIF Noteholders, as evidenced by an Officer’s Certificate of HVIF, HVIF shall be entitled to effect such Related Document Action without the prior written consent of the Trustee. For the avoidance of doubt, and notwithstanding anything herein or in any Related Document to the contrary, any amendment, modification, waiver, supplement, termination or surrender of any Related Document relating solely to a particular Series of HVIF Notes shall be deemed not to materially adversely affect the HVIF Noteholders of any other Series of HVIF Notes.

(d)                Upon the occurrence of a Servicer Default, HVIF shall not, without the prior written consent of the Trustee acting at the written direction of the Requisite HVIF Investors, terminate the Servicer or appoint a successor Servicer in accordance with the HVIF Lease and the Collateral Agency Agreement, and HVIF shall terminate the Servicer and appoint a successor servicer in accordance with the HVIF Lease and the Collateral Agency Agreement if and when so directed by the Trustee acting at the written direction of the Requisite HVIF Investors. For the avoidance of doubt, HVIF shall not at any time terminate the Servicer or appoint a successor Servicer in accordance with the HVIF Lease or the Collateral Agency Agreement, in any such case, if a Servicer Default is not continuing at such time.

Section 8.8.             Notice of Defaults.

Within five (5) Business Days of any Authorized Officer of HVIF obtaining actual knowledge of (i) any Potential Amortization Event or Amortization Event with respect to any Series of HVIF Notes Outstanding, any HVIF Potential Operating Lease Event of Default, any HVIF Operating Lease Event of Default or any Servicer Default or (ii) any default under any other Lease Related Agreement, any Related Documents or under any Manufacturer Program, HVIF shall give the Trustee and the Rating Agencies with respect to each Series of HVIF Notes Outstanding notice thereof, together with an Officer’s Certificate of HVIF setting forth the details thereof and any action with respect thereto taken or contemplated to be taken by HVIF.

Section 8.9.             Notice of Material Proceedings.

Within five (5) Business Days of any Authorized Officer of HVIF obtaining actual knowledge thereof, HVIF shall give the Trustee and the Rating Agencies written notice of the commencement or existence of any proceeding by or before any Governmental Authority against or affecting HVIF that is reasonably likely to have a Material Adverse Effect.

Section 8.10.          Further Requests.

HVIF shall promptly furnish to the Trustee such other information relating to the HVIF Notes as, and in such form as, the Trustee may reasonably request in connection with the transactions contemplated hereby or by any HVIF Series Supplement.

Section 8.11.          Further Assurances.

(a)                HVIF shall do such further acts and things, and execute and deliver to the Trustee such additional assignments, agreements, powers and instruments, as are necessary or desirable to maintain the security interest of the Trustee in the HVIF Indenture Collateral on behalf of the HVIF Noteholders and of the Collateral Agent in the HVIF Vehicle Collateral as a perfected security interest subject to no prior Liens (other than Permitted Liens), to carry into effect the purposes of this Base Indenture or the other Related Documents or to better assure and confirm unto the Trustee or the HVIF Noteholders their rights, powers and remedies hereunder including, without limitation, the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the liens and security interests granted hereby or pursuant to the Collateral Agency Agreement. Without limiting the generality of the foregoing provisions of this Section 8.11(a), HVIF shall take all actions that are required to maintain the security interest of the Trustee in the HVIF Indenture Collateral and of the Collateral Agent in the HVIF Vehicle Collateral as a perfected security interest subject to no prior Liens (other than Permitted Liens), including, without limitation (i) filing all UCC financing statements, continuation statements and amendments thereto necessary to achieve the foregoing, (ii) causing the Lien of the Collateral Agent to be noted on all Certificates of Title relating to HVIF Vehicle Collateral and (iii) causing the Servicer, as agent for the Collateral Agent, to maintain possession of such Certificates of Title for the benefit of the Collateral Agent pursuant to Section 2.6(a) of the Collateral Agency Agreement. If HVIF fails to perform any of its agreements or obligations under this Section 8.11(a), the Trustee shall, at the direction of a Controlling Party or the Required Noteholders of any Series of HVIF Notes, itself perform such agreement or obligation, and the expenses of the Trustee incurred in connection therewith shall be payable by HVIF upon the Trustee’s demand therefor. The Trustee is hereby authorized to execute and file any financing statements, continuation statements or other instruments necessary or appropriate to perfect or maintain the perfection of the Trustee’s security interest in the HVIF Indenture Collateral; provided, however, that the Trustee shall not be obligated to prepare or file financing statements, continuation statements or other instruments hereunder, or to determine the necessity for the filing of any financing statement, continuation statement or other instrument with respect to the perfection of the Trustee’s security interest hereunder, and the foregoing authorization shall not be construed to be an obligation.

(b)                Unless otherwise specified in an HVIF Series Supplement, if any amount payable under or in connection with any of the HVIF Indenture Collateral shall be or become evidenced by any promissory note, chattel paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and immediately pledged and physically delivered to the Trustee hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected, be duly endorsed in a manner satisfactory to the Trustee and delivered to the Trustee promptly.

(c)                HVIF shall warrant and defend the Trustee’s right, title and interest in and to the HVIF Indenture Collateral and the income, distributions and proceeds thereof, for the benefit of the Trustee on behalf of the HVIF Noteholders, against the claims and demands of all Persons whomsoever.

(d)                On or before March 31 of each calendar year, commencing with March 31, 2023, HVIF shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Base Indenture, any HVIF Series Supplements and any indentures supplemental hereto or thereto and any other requisite documents and with respect to the execution and filing of any financing statements, continuation statements and amendments thereto as are necessary to maintain the perfection of the lien and security interest created by this Base Indenture, any HVIF Series Supplement or the Collateral Agency Agreement in the HVIF Collateral and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the perfection of such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Base Indenture, any HVIF Series Supplements and any indentures supplemental hereto or thereto and any other requisite documents and the execution and filing of any financing statements, continuation statements and amendments thereto that will, in the opinion of such counsel, be required to maintain the perfection of the lien and security interest of this Base Indenture and any HVIF Series Supplement in the HVIF Collateral until March 31 in the following calendar year.

Section 8.12.          Liens.

HVIF shall not create, incur, assume or permit to exist any Lien upon any of its property (including the HVIF Collateral), other than (i) Liens in favor of the Trustee for the benefit of the HVIF Noteholders and the Trustee and (ii) other Permitted Liens.

Section 8.13.          Other Indebtedness.

HVIF shall not create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any Indebtedness other than under any Related Document.

Section 8.14.          No ERISA Plan.

HVIF shall not establish or maintain or contribute to any Plan that is covered by Title IV of ERISA.

Section 8.15.          Mergers.

HVIF shall not be a party to any merger or consolidation, other than a merger or consolidation of HVIF into or with another Person if:

(a)                the Person formed by such consolidation or into or with which HVIF is merged shall be a Person organized and existing under the laws of the United States or any state or the District of Columbia, and if HVIF is not the surviving entity, shall expressly assume, by an indenture supplemental hereto executed and delivered to the Trustee, the performance of every covenant and obligation of HVIF hereunder and under all other Related Documents to which HVIF is a party;

(b)                HVIF has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental agreement comply with this Section 8.15;

(c)                the Rating Agency Condition with respect to each Series of HVIF Notes Outstanding shall have been satisfied with respect to such merger or consolidation; and

(d)                HVIF has delivered to the Trustee an Opinion of Counsel stating that HVIF would not be substantively consolidated with any immediate and direct parent of such Person as a result of an Event of Bankruptcy with respect to any such parent.

Section 8.16.          Sales of Assets.

(a)                HVIF shall not sell, lease, transfer, liquidate or otherwise dispose of any of its property except as contemplated by the Related Documents.

(b)                HVIF shall not sell any Eligible Vehicle to any Affiliate of HVIF on any date for less than the Net Book Value of such Eligible Vehicle as of such date.

Section 8.17.          Acquisition of Assets.

HVIF shall not acquire, by long-term or operating lease or otherwise, any property except in accordance with the terms of the Related Documents.

Section 8.18.          Dividends, Officers’ Compensation, etc.

HVIF shall not declare or pay any distributions on any of its limited liability company interests; provided, however, that so long as no Amortization Event or Potential Amortization Event has occurred and is continuing with respect to any Series of HVIF Notes Outstanding or would result from such distribution and so long as no violation of any HVIF Series Supplement would result from such distribution, HVIF may declare and pay distributions to the extent permitted under Section 18-607 of the Delaware Limited Liability Company Act. HVIF shall not pay any wages or salaries or other compensation to its officers, directors, employees or others except out of earnings computed in accordance with GAAP.

Section 8.19.          Legal Name; Location Under Section 9-307.

HVIF shall neither change its location (within the meaning of Section 9-307 of the applicable UCC) or its legal name without at least thirty (30) days’ prior written notice to the Trustee and the Collateral Agent. In the event that HVIF desires to so change its location or change its legal name, HVIF shall make any required filings and prior to actually changing its location or its legal name HVIF shall deliver to the Trustee and the Collateral Agent (i) an Officer’s Certificate of HVIF and an Opinion of Counsel confirming that all required filings have been made to continue the perfected interest of the Trustee on behalf of the HVIF Noteholders in the HVIF Indenture Collateral and the perfected interest of the Collateral Agent in the HVIF Vehicle Collateral in respect of the new location or new legal name of HVIF and (ii) copies of all such required filings with the filing information duly noted thereon by the office in which such filings were made.

Section 8.20.          Organizational Documents.

HVIF shall not amend the HVIF LLC Agreement or its certificate of formation, unless, prior to such amendment, the Rating Agency Condition with respect to each Series of HVIF Notes Outstanding shall have been satisfied with respect to such amendment.

Section 8.21.          Investments.

HVIF shall not make, incur, or suffer to exist any loan, advance, extension of credit or other investment in any Person other than in accordance with the Related Documents and, in addition, without limiting the generality of the foregoing, HVIF shall not direct the investment of funds in the HVIF Collection Account or any Series Account in a manner that would have the effect of causing HVIF to be an “investment company” within the meaning of the Investment Company Act.

Section 8.22.          No Other Agreements.

HVIF shall not enter into or be a party to any agreement or instrument other than any Related Document, as the same may be amended, modified or supplemented from time to time, any documents related to any Enhancement, any document to effect a merger or consolidation permitted pursuant to Section 8.15 of this Base Indenture or any documents and agreements incidental or related to any of the foregoing.

Section 8.23.          Other Business.

HVIF shall not engage in any business or enterprise or enter into any transaction other than the financing, leasing and disposition of the HVIF Vehicles pursuant to the Related Documents, the acquisition and funding of HVIF Collateral, the related exercise of its rights under HVIF Collateral and the Related Documents, the incurrence and payment of ordinary course operating expenses, the issuing and selling of the HVIF Notes and other activities related to or incidental to any of the foregoing.

Section 8.24.          Maintenance of Separate Existence.

HVIF shall:

(a)               maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions and ensure that the funds of HVIF will not be diverted to any other Person or for other than the use of HVIF, nor will such funds be commingled with the funds of Hertz or any other Subsidiary or Affiliate of Hertz other than as provided in the Related Documents;

(b)               ensure that all transactions between HVIF and any of its Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being understood and agreed that the transactions contemplated in the Related Documents meet the requirements of this clause (b);

(c)                to the extent that it requires an office to conduct its business, conduct its business from an office at a separate address from that of Hertz and its Affiliates (other than Hertz Vehicles LLC or any other affiliated special purpose company (other than HGI)); provided, that segregated offices in the same building shall constitute separate addresses for purposes of this clause (c). To the extent that HVIF and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses;

(d)               conduct its affairs in its own name and in accordance with the HVIF LLC Agreement and observe all necessary, appropriate and customary limited liability company formalities, including, but not limited to, holding all regular and special meetings appropriate to authorize all actions of HVIF, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts;

(e)                not assume or guarantee any of the liabilities of Hertz or any Affiliate thereof;

(f)                maintain separate financial statements in accordance with GAAP, or, if financial statements are prepared on a consolidated basis with Hertz or any Affiliate thereof, such financial statements shall contain notes clearly (i) disclosing the separate legal existence of HVIF and (ii) stating that the assets of HVIF are owned by HVIF and are not available to satisfy obligations of Hertz or such Affiliate and identifying the amounts of the assets so owned; and

(g)                maintain at least two (2) Independent Managers on its Board of Managers.

Section 8.25.          Manufacturer Programs.

(a)                Prior to the leasing of any Program Vehicles under the HVIF Lease for any model year commencing with the 2021 model year, HVIF shall cause the Lessee to deliver to the Trustee and the Lessor an Officer’s Certificate of the Lessee substantially in the form of Exhibit B.

(b)                No later than six (6) months following the leasing of any Program Vehicles under the HVIF Lease for any model year commencing with the 2021 model year, HVIF shall (x) deliver to the Trustee an executed copy of the Manufacturer Program for such model year and (y) have received an executed Assignment Agreement with respect to such Manufacturer Program for such model year.

(c)                In no event shall HVIF agree, to the extent any consent of HVIF is solicited or required by the Manufacturer or any assignor of such Manufacturer Program, to any change in any Manufacturer Program that is reasonably likely to materially adversely affect its rights or the rights of the HVIF Noteholders with respect to any Program Vehicle previously purchased or financed under such Manufacturer Program.

Section 8.26.          Disposition of HVIF Vehicles.

(a)                HVIF shall turn in, or cause to be turned in, each Program Vehicle to the relevant Manufacturer within the Repurchase Period therefor in accordance with the applicable Manufacturer Program unless, prior to the end of such Repurchase Period, the Lessee has re-designated such Program Vehicle as a Non-Program Vehicle in accordance with Section 2.5(a) or Section 2.5(b) of the HVIF Lease.

(b)                If a Non-Program Vehicle is returned to HVIF pursuant to Section 2.4(a) of the HVIF Lease, HVIF shall use commercially reasonable efforts to arrange for the prompt sale of such Non-Program Vehicle and to maximize the sale price thereof.

Section 8.27.          Insurance.

HVIF shall obtain and maintain, or cause to be obtained and maintained, with respect to the HVIF Vehicles (i) comprehensive public liability and property damage protection in respect of the possession, condition, maintenance, operation and use of the HVIF Vehicles, in the amount required to meet the minimum financial responsibility requirements mandated by applicable state law for each occurrence and (ii) catastrophic physical damage insurance, in an amount not less than $50,000,000. All insurance policies (to the extent that such policies relate to HVIF Vehicles with respect to which the Collateral Agent is the lienholder pursuant to the Collateral Agency Agreement) obtained pursuant to this Section 8.27 shall name the Collateral Agent as a loss payee as its interest may appear. HVIF shall provide that the Trustee and the Collateral Agent will receive at least thirty (30) days’ prior written notice of any change or cancellation of such insurance policies or arrangements. Any insurance, as opposed to self-insurance, obtained by HVIF shall be obtained from a Qualified Insurer only.

Section 8.28.          Purchase and Sale of Assets.

HVIF shall not acquire or dispose of assets for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. HVIF shall not purchase or otherwise acquire any asset that is not an “eligible asset” within the meaning of Rule 3a-7 promulgated under the Investment Company Act; provided, however, that HVIF may purchase or otherwise acquire an asset that is not an “eligible asset” to the extent that the purchase or acquisition of such asset is considered an activity that is related or incidental to the business of purchasing or otherwise acquiring “eligible assets” under Rule 3a-7.

Section 8.29.          Payment of Taxes and Governmental Obligations.

HVIF shall pay and discharge, at or before maturity, its tax liabilities and other governmental obligations, except where the same may be contested in good faith by appropriate proceedings, and shall maintain, in accordance with GAAP, reserves as appropriate for the accrual of any of the same.

Section 8.30.          Tax Matters.

Neither HVIF nor Hertz shall take (or, to the extent within the control of HVIF or Hertz, permit any other Person to take) any action that could reasonably be expected to cause HVIF to be classified as any entity other than a disregarded entity within the meaning of U.S. Treasury Regulation § 301.7701-3 that is wholly owned by a United States person within the meaning of Section 7701(a)(30) of the Code.

Article IX

AMORTIZATION EVENTS AND REMEDIES

Section 9.1.             Amortization Events.

If any one of the following events shall occur during the Revolving Period or the Controlled Amortization Period, if any, with respect to any Series of HVIF Notes:

(a)                (i) the occurrence of an Event of Bankruptcy with respect to Hertz Vehicles LLC, HGI or HVIF and (ii) after the Emergence Date, the occurrence of an Event of Bankruptcy with respect to Hertz;

(b)                the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that Hertz Vehicles LLC, HGI or HVIF is an “investment company” or is under the “control” of an “investment company” under the Investment Company Act;

(c)                the HVIF Lease is terminated for any reason;

(d)                any Lease Payment Default shall have occurred;

(e)                any Aggregate Asset Amount Deficiency exists and continues for a period of three (3) consecutive Business Days;

(f)                 any HVIF Operating Lease Event of Default (other than a Lease Payment Default) shall have occurred and be continuing;

(g)                any Servicer Default or any HVIF Administrator Default shall have occurred;

(h)                HVIF at any time receives a final determination that it will be treated as an association taxable as a corporation for U.S. federal tax purposes; or

(i)                 any other event shall occur that may be specified in any HVIF Series Supplement as an “Amortization Event” with respect to the related Series of HVIF Notes;

then, (i) in the case of any event described in clauses (a), (b), (c), (d) or (h) above, an “Amortization Event” with respect to all Series of HVIF Notes then outstanding shall immediately occur without any notice or other action on the part of the Trustee or any HVIF Noteholder, and (ii) in the case of any event described in clauses (e), (f), (g) or (i) above, an “Amortization Event” with respect to such Series of HVIF Notes shall occur in accordance with, and subject to the conditions (including, without limitation, any conditions with respect to notice, other action, the continuation of such event, grace or cure periods, or otherwise) specified in, the HVIF Series Supplement with respect to such Series of HVIF Notes.

Section 9.2.             Rights of the Trustee upon Amortization Event or Certain Other Events of Default.

(a)                General. If and whenever an Amortization Event with respect to any Series of HVIF Notes Outstanding shall have occurred and be continuing, the Trustee may and, at the written direction of the Requisite HVIF Investors shall, exercise (or direct the Collateral Agent to exercise) from time to time any rights and remedies available to it on behalf of the HVIF Noteholders under applicable law or any Related Documents; provided, however, that if such Amortization Event is with respect to less than all Series of HVIF Notes Outstanding, then the Trustee’s rights and remedies pursuant to the provisions of this Section 9.2 shall, to the extent not detrimental to the rights of the holders of the Series of HVIF Notes Outstanding with respect to which no Amortization Event shall have occurred, be limited to rights and remedies pertaining only to those Series of HVIF Notes with respect to which such Amortization Event has occurred and the Trustee shall exercise such rights and remedies at the written direction of the Requisite HVIF Investors to the extent that such rights and remedies relate to the HVIF Collateral or the HVIF Note Obligations. Any amounts relating to the HVIF Collateral or the HVIF Note Obligations obtained by the Trustee (or by the Collateral Agent at the direction of the Trustee) on account of or as a result of the exercise by the Trustee of any right shall be held by the Trustee as additional collateral for the repayment of HVIF Note Obligations and shall be applied as provided in Article V. If so specified in the applicable HVIF Series Supplement, the Trustee may agree not to exercise any rights or remedies available to it as a result of the occurrence of an Amortization Event with respect to a Series of HVIF Notes to the extent set forth therein.

(b)                Liquidation Event of Default; Limited Liquidation Event of Default. If a Liquidation Event of Default or a Limited Liquidation Event of Default shall have occurred and be continuing, the Trustee, at the written direction of the Requisite HVIF Investors (in the case of a Liquidation Event of Default) or the Required Noteholders of the applicable Series of HVIF Notes (in the case of a Limited Liquidation Event of Default), shall direct HVIF and the Collateral Agent to exercise (and HVIF agrees to exercise) all rights, remedies, powers, privileges and claims of HVIF relating to the HVIF Collateral against any party to any Related Documents arising as a result of the occurrence of such Liquidation Event of Default or Limited Liquidation Event of Default, as the case may be, or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to HVIF as such obligations relate to the HVIF Collateral and the right to terminate all or a portion of the HVIF Lease and to take possession of HVIF Vehicles (or, in the case of the Collateral Agent, if no Back-Up Disposition Agent has been appointed, to retain an agent to take possession of the HVIF Vehicles) and to give any consent, request, notice, direction, approval, extension or waiver in respect of such HVIF Lease, and any right of HVIF to take such action independent of such direction shall be suspended. If and whenever a Liquidation Event of Default or a Limited Liquidation Event of Default with respect to any Series of HVIF Notes Outstanding shall have occurred and be continuing, the Trustee may and, at the written direction of the Requisite HVIF Investors (in the case of a Liquidation Event of Default) or the Required Noteholders of the applicable Series of HVIF Notes (in the case of a Limited Liquidation Event of Default), shall direct HVIF to terminate (a) the Nominee Power of Attorney granted to Hertz and direct the Nominee to grant a Nominee Power of Attorney to HVIF, the Collateral Agent, the Trustee or if no Back-Up Disposition Agent has been appointed, an agent of the Collateral Agent or Trustee, as specified by the Trustee, pursuant to Section 2.5 of the Nominee Agreement and/or (b) the Power of Attorney granted to Hertz pursuant to Section 2.6(b) of the Collateral Agency Agreement, in each case solely to the extent such powers of attorney relate to the HVIF Collateral.

(c)                Manufacturer Programs and HVIF Vehicles. (i) Upon the occurrence of a Liquidation Event of Default, the Trustee, at the written direction of the Requisite HVIF Investors, shall promptly (and in any event within any reasonably practicable period specified in such written direction) instruct the Collateral Agent to return or cause HVIF to return the Program Vehicles to the related Manufacturers (after the minimum holding period specified in the Manufacturer’s Manufacturer Program and, unless otherwise directed by the Requisite HVIF Investors, so long as a Manufacturer Event of Default has not occurred and is continuing with respect to the related Manufacturer) and then, to the extent any Manufacturer fails to accept any such Program Vehicles under the terms of the applicable Manufacturer Program (or, unless otherwise directed by the Requisite HVIF Investors, if a Manufacturer Event of Default has occurred and is continuing with respect to any Manufacturer), to direct the Collateral Agent to liquidate or cause HVIF to liquidate such Program Vehicles in accordance with the rights of HVIF under the Related Documents and to otherwise sell or cause to be sold to third parties all Non-Program Vehicles; provided that the Collateral Agent may liquidate through any Back-Up Disposition Agent or, if no Back-Up Disposition Agent has been appointed, through an agent that has been appointed by the Collateral Agent with the consent of the Controlling Party; provided, further, that in the event any such agent is required for a liquidation, the Controlling Party may direct the Collateral Agent to retain an agent that is mutually acceptable to the Controlling Party and the Collateral Agent. Upon the occurrence of a Limited Liquidation Event of Default with respect to any Series of HVIF Notes, the Trustee, acting at the written direction of the Required Noteholders of the applicable Series of HVIF Notes, shall promptly (and in any event within any reasonably practicable period specified in such written direction) instruct the Collateral Agent to return or cause HVIF to return Program Vehicles to the related Manufacturers (after the minimum holding period specified in the Manufacturer’s Manufacturer Program and, unless otherwise directed by such Required Noteholders, so long as a Manufacturer Event of Default has not occurred and is continuing with respect to the related Manufacturer) and then, to the extent any Manufacturer fails to accept any such Program Vehicles under the terms of the applicable Manufacturer Program (or, unless otherwise directed by such Required Noteholders, if a Manufacturer Event of Default has occurred and is continuing with respect to any Manufacturer), to direct the Collateral Agent to liquidate or cause HVIF to liquidate such Program Vehicles in accordance with the rights of HVIF under the Related Documents and to sell Non-Program Vehicles or cause Non-Program Vehicles to be sold to third parties in an amount sufficient to pay all interest and principal on such Series of HVIF Notes; provided, however, that the Trustee and the Collateral Agent (in each case, acting at the direction of a Controlling Party) and HVIF shall select the Program Vehicles to be returned to the related Manufacturers and the Non-Program Vehicles to be sold to third parties in a manner that does not adversely affect in any material respect the interests of the HVIF Noteholders of any Series of HVIF Notes Outstanding or any Enhancement Provider; provided, further, that the Collateral Agent may liquidate through any Back-Up Disposition Agent or, if no Back-Up Disposition Agent has been appointed, through an agent that has been appointed by the Collateral Agent with the consent of the Controlling Party; provided, further, that in the event any such agent is required for a liquidation, the Controlling Party may direct the Collateral Agent to retain an agent that is mutually acceptable to the Controlling Party and the Collateral Agent.

(ii)               In addition to, and not in limitation of, the remedies and duties of the Trustee set forth in subsection (i) above or (iii) below, if a Liquidation Event of Default or a Limited Liquidation Event of Default shall have occurred and be continuing, the Trustee may, and at the written direction of the Requisite HVIF Investors (in the case of a Liquidation Event of Default) or at the direction of the Required Noteholders of the applicable Series of HVIF Notes (in the case of a Limited Liquidation Event of Default) shall direct the Collateral Agent to exercise (either by itself or acting through the Back-Up Disposition Agent), or cause HVIF to exercise, to the extent necessary, all rights, remedies, powers, privileges and claims of HVIF or the Collateral Agent, to the extent such rights, remedies, powers, privileges and claims relate to the HVIF Collateral, against the Manufacturers under or in connection with the Manufacturer Programs; provided, that the Collateral Agent may liquidate through any Back-Up Disposition Agent or, if no Back-Up Disposition Agent has been appointed, through an agent that has been appointed by the Collateral Agent with the consent of the Controlling Party; provided, further, that in the event any such agent is required for a liquidation, the Controlling Party may direct the Collateral Agent to retain an agent that is mutually acceptable to the Controlling Party and the Collateral Agent.

(iii)             In the event that either (A) an Event of Bankruptcy with respect to any Manufacturer of Program Vehicles shall have occurred and is continuing and such Manufacturer shall fail to repurchase any Program Vehicles in accordance with the terms of the related Manufacturer Program and a Trust Officer has actual knowledge thereof or (B) if there has occurred and is continuing any other Manufacturer Event of Default and a Trust Officer has knowledge thereof, the Trustee (at the written direction of a Controlling Party, the Required Noteholders or the Requisite HVIF Investors, as applicable) shall direct the Collateral Agent to sell, or cause HVIF to sell, any and all Program Vehicles covered by the related Manufacturer Program of such Manufacturer for the highest purchase price offered and, promptly upon receipt, to deposit the proceeds of such sale into the HVIF Collection Account for allocation hereunder; provided, however, that if any event described in clause (A) or (B) above occurs, HVIF shall have three (3) Business Days from such occurrence to re-designate such Program Vehicles as Non-Program Vehicles in accordance with, and subject to the terms and conditions of, Section 2.5 of the HVIF Lease before the Trustee may direct the Collateral Agent to sell any such Program Vehicles; provided, further, that the Collateral Agent may liquidate through any Back-Up Disposition Agent or, if no Back-Up Disposition Agent has been appointed, through an agent that has been appointed by the Collateral Agent with the consent of the Controlling Party; provided, further, that in the event any such agent is required for a liquidation, the Controlling Party may direct the Collateral Agent to retain an agent that is mutually acceptable to the Controlling Party and the Collateral Agent.

(d)                Sale of Collateral. Upon any sale of any of the HVIF Collateral (in accordance with the written direction of a Controlling Party, the Required Noteholders or the Requisite HVIF Investors, as applicable) by the Trustee, or by the Collateral Agent at the direction of the Trustee, whether made under the power of sale given under this Section 9.2 or under judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Base Indenture:

(i)               the Trustee, any HVIF Noteholder and/or any Enhancement Provider may bid for and purchase the property being sold, and upon compliance with the terms of sale may hold, retain and possess and dispose of such property in its own absolute right without further accountability;

(ii)               the Trustee, or the Collateral Agent at the direction of the Trustee, may make and deliver to the purchaser or purchasers a good and sufficient deed, bill of sale and instrument of assignment and transfer of the property sold;

(iii)             all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of HVIF of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against HVIF, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under HVIF or its successors or assigns;

(iv)              the receipt of the Trustee or of the Back-Up Disposition Agent making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of the Back-Up Disposition Agent, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or nonapplication thereof; and

(v)                to the extent that it may lawfully do so, HVIF agrees that it shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension or redemption laws, or any law permitting it to direct the order in which the HVIF Vehicles shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Base Indenture.

(e)                Additional Remedies. In addition to any rights and remedies now or hereafter granted hereunder or under applicable law with respect to the HVIF Collateral, the Trustee shall (subject to the foregoing provisions in respect of the HVIF Vehicles) have all of the rights and remedies of a secured party under the UCC as enacted in any applicable jurisdiction.

(f)                 Amortization Event.

(i)                Upon the occurrence of an Amortization Event with respect to one or more, but not all, Outstanding Series of HVIF Notes, the Trustee (in accordance with written direction of a Controlling Party, the Required Noteholders or the Requisite HVIF Investors, as applicable) shall exercise all remedies hereunder to the extent necessary to pay all interest on and principal of the related Series of HVIF Notes up to the Principal Amount of each such Series of HVIF Notes; provided that, any such actions shall not adversely affect in any material respect the interests of the HVIF Noteholders of any Series of HVIF Notes Outstanding with respect to which no Amortization Event shall have occurred.

(ii)               Any amounts relating to the HVIF Collateral or the HVIF Note Obligations obtained by the Trustee on account of or as a result of the exercise by the Trustee of any rights or remedies specified in this Article IX shall be held by the Trustee as additional collateral for the repayment of HVIF Note Obligations with respect to each Series of HVIF Notes with respect to which such rights or remedies were exercised and shall be applied as provided in Article V. If so specified in the applicable HVIF Series Supplement, the Trustee may agree not to exercise any rights or remedies available to it as a result of the occurrence of an Amortization Event with respect to a Series of HVIF Notes to the extent set forth therein.

Section 9.3.               Other Remedies.

Subject to the terms and conditions of this Base Indenture, if an Amortization Event occurs and is continuing, the Trustee may pursue any remedy available to it on behalf of the HVIF Noteholders under applicable law or in equity to collect the payment of principal of or interest on the HVIF Notes (or the applicable Series of HVIF Notes, in the case of an Amortization Event with respect to less than all Series of HVIF Notes) or to enforce the performance of any provision of such HVIF Notes, this Base Indenture, any HVIF Series Supplement or any other Related Document, in each case, with respect to such Series of HVIF Notes. In addition, the Trustee may, or shall at the written direction of the Requisite HVIF Investors (or the Controlling Party or the Required Noteholders, as the case may be, of one or more Series of HVIF Notes, in the case of an Amortization Event that affects only such Series of HVIF Notes), direct the Collateral Agent or HVIF to exercise any rights or remedies available under any Related Documents or under applicable law or in equity with respect to that Series of HVIF Notes, in each case to the extent relating to the HVIF Collateral or the HVIF Note Obligations; provided that any such actions shall not adversely affect in any material respect the interests of the HVIF Noteholders of any HVIF Notes Outstanding with respect to which no Amortization Event shall have occurred.

The Trustee may maintain a proceeding even if it does not possess any of the HVIF Notes or does not produce any of them in the proceeding, and any such proceeding instituted by the Trustee shall be in its own name as trustee. All remedies are cumulative to the extent permitted by law.

Section 9.4.               Waiver of Past Events.

With respect to any existing Potential Amortization Event or Amortization Event described in clauses (e), (f), (g) or (i) of Section 9.1 of this Base Indenture, any such Potential Amortization Event or Amortization Event (and, in any such case, any consequences thereof) with respect to such Series of HVIF Notes may be waived as set forth in the related HVIF Series Supplement. Upon any such waiver, such Potential Amortization Event shall cease to exist with respect to such Series of HVIF Notes, and any Amortization Event with respect to such Series of HVIF Notes arising therefrom shall be deemed to have been cured for every purpose of this Base Indenture and related HVIF Series Supplement, but no such waiver shall extend to any subsequent or other Potential Amortization Event or Amortization Event or impair any right consequent thereon. With respect to any existing Potential Amortization Event or Amortization Event described in clauses (a), (b), (c), (d) or (h) of Section 9.1 of this Base Indenture, any such Potential Amortization Event or Amortization Event (and, in any such case, the consequences thereof) with respect to the HVIF Notes shall only be waived with the written consent of each HVIF Noteholder (with respect to any Series of HVIF Notes other than any Controlling Party Series) and each Controlling Party (with respect to any Controlling Party Series). Upon any such waiver, such Potential Amortization Event shall cease to exist with respect to each Series of HVIF Notes, and any Amortization Event with respect to each Series of HVIF Notes arising therefrom shall be deemed to have been cured for every purpose of this Base Indenture and each HVIF Series Supplement, but no such waiver shall extend to any subsequent or other Potential Amortization Event or Amortization Event or impair any right consequent thereon. The Trustee shall provide notice to each Rating Agency of any waiver by the HVIF Noteholders of any Series of HVIF Notes pursuant to this Section 9.4.

Section 9.5.               Control by Requisite HVIF Investors.

Subject to the Trustee’s right to be indemnified prior to acting (including, without limitation, pursuant to Section 10.2(e) of this Base Indenture), the Requisite HVIF Investors (or, where such remedy relates only to one or more particular Series of HVIF Notes, the Controlling Party or the Required Noteholders, as the case may be, of any such Series of HVIF Notes) may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee on behalf of such HVIF Noteholders or exercising any trust or power conferred on the Trustee. Subject to Section 10.1 of this Base Indenture, the Trustee may, however, refuse to follow any direction that conflicts with law or this Base Indenture, that the Trustee determines may be unduly prejudicial to the rights of other HVIF Noteholders, or that may involve the Trustee in personal liability.

Section 9.6.               Limitation on Suits.

Any other provision of this Base Indenture to the contrary notwithstanding, no HVIF Noteholder of any Series of HVIF Notes shall have any right to institute a proceeding, judicial or otherwise, (x) with respect to this Base Indenture or (y) for any other remedy with respect to this Base Indenture or such Series of HVIF Notes unless:

(a)                such HVIF Noteholder gives to the Trustee written notice of a continuing Amortization Event with respect to such Series of HVIF Notes;

(b)                the HVIF Noteholders of at least 25% of the aggregate Principal Amount of all such Series of HVIF Notes (other than any Controlling Party Series) and the Controlling Party of each Controlling Party Series make a written request to the Trustee to pursue the remedy;

(c)                such HVIF Noteholder or HVIF Noteholders offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

(d)                the Trustee does not comply with the request within sixty (60) days after receipt of the request and the offer and, if requested, the provision of indemnity; and

(e)                during such sixty (60) day period the Required Noteholders of such Series of HVIF Notes do not give the Trustee a direction inconsistent with the request.

(f)                 An HVIF Noteholder may not use the HVIF Indenture to prejudice the rights of another HVIF Noteholder or to obtain a preference or priority over another HVIF Noteholder.

Section 9.7.               Right of HVIF Noteholders to Bring Suit.

Subject to Section 9.6 and Section 13.16 of this Base Indenture, the right of any HVIF Noteholder to receive payment of principal of and interest on, or to bring suit for the enforcement of any payment of principal of or interest on, any HVIF Note, in each case, on or after the respective due dates therefor expressed in such HVIF Note, is absolute and unconditional and shall not be impaired or affected without the consent of such HVIF Noteholder.

Section 9.8.               Collection Suit by the Trustee.

If any Amortization Event arising from the failure to make a payment in respect of a Series of HVIF Notes occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against HVIF for the whole amount of principal and interest remaining unpaid on the HVIF Notes of such Series of HVIF Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 9.9.               The Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the HVIF Noteholders relating to the HVIF Collateral or the HVIF Note Obligations allowed in any judicial proceedings relative to HVIF (or any other obligor upon the HVIF Notes), its creditors or its property, and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claim and any custodian in any such judicial proceeding is hereby authorized by each HVIF Noteholder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to such HVIF Noteholders, to pay the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 10.5 of this Base Indenture. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 10.5 of this Base Indenture out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money and other properties which such HVIF Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any such HVIF Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the HVIF Notes of any HVIF Noteholder or the rights of any such HVIF Noteholder thereof, or to authorize the Trustee to vote in respect of the claim of any such HVIF Noteholder in any such proceeding.

Section 9.10.             Priorities.

If the Trustee collects any money pursuant to this Article IX, the Trustee shall pay out the money in accordance with the provisions of Article V.

Section 9.11.             Rights and Remedies Cumulative.

No right or remedy herein conferred upon or reserved to the Trustee or to the holders of HVIF Notes is intended to be exclusive of any other right or remedy, and every right or remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given under this Base Indenture or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy under this Base Indenture, or otherwise, shall not prevent the concurrent assertion or employment of any other valid right or remedy.

Section 9.12.             Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any HVIF Noteholder to exercise any right or remedy accruing upon any Amortization Event shall impair any such right or remedy or constitute a waiver of any such Amortization Event or acquiescence thereto (other than any such right or remedy that by its terms requires such Amortization Event to be continuing at the time of exercising such right or remedy). Every right and remedy given by this Article IX or by law to the Trustee, to any Controlling Party or to each HVIF Noteholder may be exercised from time to time, and as often as may be deemed expedient, by the Trustee, such Controlling Party or such HVIF Noteholder, as the case may be. For the avoidance of doubt, this Section 9.12 shall be subject to and qualified in its entirety by Section 12.2(c) of this Base Indenture.

Section 9.13.             Reassignment of Surplus.

After termination of this Base Indenture and the payment in full of the HVIF Note Obligations, any proceeds of the HVIF Collateral received or held by the Trustee shall be turned over to HVIF and the HVIF Indenture Collateral shall be reassigned to HVIF by the Trustee without recourse to the Trustee and without any representations, warranties or agreements of any kind.

Article X

THE TRUSTEE

Section 10.1.             Duties of the Trustee.

(a)                If an Amortization Event has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Base Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Amortization Event of which a Trust Officer has not received written notice as provided in Section 10.2(o) of this Base Indenture. The preceding sentence shall not have the effect of insulating the Trustee from liability arising out of the Trustee’s negligence or willful misconduct.

(b)                Except during the occurrence and continuance of an Amortization Event:

(i)                The Trustee undertakes to perform only those duties that are specifically set forth in this Base Indenture and the Related Documents to which it is a party and no others, and no implied covenants or obligations shall be read into this Base Indenture or such Related Documents against the Trustee; and

(ii)               In the absence of negligence, bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Base Indenture or any applicable Related Document; however, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates or opinions to determine whether or not they conform to the requirements of this Base Indenture or such Related Document (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). Except as otherwise provided, the delivery of reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including HVIF’s compliance with any of its covenants hereunder or thereunder, as the case may be (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

(c)                Subject to Section 10.1(a) of this Base Indenture, no provision of this Base Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or willful misconduct, provided, however, that:

(i)                This clause does not limit the effect of clause (b) of this Section 10.1.

(ii)               The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts nor shall the Trustee be liable with respect to any action it takes or omits to take in good faith in accordance with this Base Indenture.

(iii)             The Trustee shall not be charged with knowledge of any default by any Person in the performance of its obligations under any Related Document, unless a Trust Officer receives written notice of such failure from HVIF, Hertz, or any HVIF Noteholder or otherwise has actual knowledge thereof.

(iv)              Prior to occurrence of an Amortization Event with respect to any Series of HVIF Notes, and after curing all such Amortization Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Base Indenture, the Trustee shall be obligated to perform only such duties and obligations as are specifically set forth in this Base Indenture and no implied covenants or obligations shall be read into this Base Indenture against the Trustee.

(v)                The Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Base Indenture shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of any Person under any of the Related Documents.

(d)                In the event that the Paying Agent or the Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Registrar, as the case may be, under this Base Indenture, the Trustee shall be obligated as soon as practicable upon actual knowledge of a Trust Officer thereof and receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required.

(e)                Subject to Section 10.3 of this Base Indenture, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law or the Related Documents.

(f)                 Whether or not therein expressly so provided, every provision of this Base Indenture relating to the conduct of, affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 10.1.

(g)                Beyond the exercise of reasonable care in the custody thereof, the Trustee shall have no duty as to any HVIF Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto and, unless directed by a Controlling Party or the Required Noteholders of any Series of HVIF Notes Outstanding, the Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the HVIF Collateral. The Trustee shall be deemed to have exercised reasonable care in the custody of the HVIF Collateral in its possession if the HVIF Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the HVIF Collateral, by reason of the act or omission or any carrier, forwarding agency or other agent or bailee selected by the Trustee with due care in good faith.

(h)                The Trustee shall not be responsible for the existence, genuineness or value of any of the HVIF Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the HVIF Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee, for the validity or sufficiency of the HVIF Collateral or any agreement or assignment contained therein, for the validity of the title of HVIF to the HVIF Collateral, for insuring the HVIF Collateral or for the payment of taxes, charges, assessments or Liens upon the HVIF Collateral or otherwise as to the maintenance of the HVIF Collateral. Except as otherwise provided herein, the Trustee shall have no duty to inquire as to the performance or observance of any of the terms of this Base Indenture or any other Related Document by HVIF or the Collateral Agent.

Section 10.2.              Rights of the Trustee.

Except as otherwise provided by Section 10.1 of this Base Indenture:

(a)                The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based upon any document believed by it to be genuine and to have been signed by or presented by the proper person.

(b)                The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)                The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care. The appointment of agents (other than legal counsel) pursuant to this subsection (c) shall be subject to the prior consent of HVIF, which consent shall not be unreasonably withheld.

(d)                The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers conferred upon it by this Base Indenture; provided that, the Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(e)                The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture or any HVIF Series Supplement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of a Controlling Party or any of the HVIF Noteholders, pursuant to the provisions of this Base Indenture or any HVIF Series Supplement, unless such Controlling Party or HVIF Noteholders, as the case may be, shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that may be incurred therein or thereby. Nothing contained herein shall, however, relieve the Trustee of the obligations, upon the occurrence of a default by HVIF (that, in any such case, has not been cured), to exercise such rights and powers vested in it by this Base Indenture or any HVIF Series Supplement as provided herein, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(f)                 The Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by a Controlling Party or the Required Noteholders of any Series of HVIF Notes. If the Trustee is so requested by a Controlling Party or the Required Noteholders or determines in its own discretion to make such further inquiry or investigation into such facts or matters as it sees fit, the Trustee shall be entitled, upon reasonable notice and upon reasonable request, to examine the books, records and premises of HVIF, personally or by agent or attorney, at the sole cost of HVIF and the Trustee shall incur no liability by reason of such inquiry or investigation.

(g)                The Trustee shall not be liable for any losses or liquidation penalties in connection with Permitted Investments, unless such losses or liquidation penalties were incurred through the Trustee’s own willful misconduct, negligence or bad faith.

(h)                The Trustee shall not have any duty or obligation to determine (i) the valuation of the HVIF Collateral or (ii) the allocation of the HVIF Vehicles.

(i)                 The Trustee shall not be required to take any action pursuant to any request or direction of HVIF unless such request or direction is sufficiently evidenced by a Company Request or Company Order.

(j)                 Whenever in the administration of this Base Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate.

(k)                The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, The Bank of New York Mellon Trust Company, N.A. in each of its capacities (including, without limitation, as Trustee and as Collateral Agent) hereunder and under any other Related Documents, and each agent, custodian and other person employed to act hereunder and under any other Related Document.

(l)                 The Trustee may request that HVIF deliver an incumbency certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Base Indenture, which incumbency certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(m)                In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services, pandemics or epidemics; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(n)                In no event shall the Trustee be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(o)                The Trustee shall not be deemed to have notice of any Potential Amortization Event or Amortization Event unless a Trust Officer has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee and such notice references the HVIF Notes or this Base Indenture.

Section 10.3.             Individual Rights of the Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of HVIF Notes and may otherwise deal with HVIF or an Affiliate of HVIF with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.

Section 10.4.             Notice of Amortization Events and Potential Amortization Events.

If an Amortization Event or a Potential Amortization Event with respect to any Series of HVIF Notes Outstanding occurs and is continuing of which a Trust Officer shall have received written notice, the Trustee shall promptly (and in any event within five (5) Business Days after the receipt of such notice) provide the HVIF Noteholders, HVIF and each Rating Agency with notice of such Amortization Event or Potential Amortization Event, to the extent that the HVIF Notes of such Series are Book-Entry Notes, by e-mail, telephone or facsimile, and otherwise by first class mail.

Section 10.5.             Compensation.

(a)                HVIF shall promptly pay to the Trustee from time to time compensation for its acceptance of this Base Indenture and services hereunder as the Trustee and HVIF shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. HVIF shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

(b)                HVIF shall indemnify and hold harmless the Trustee or any predecessor Trustee and their respective directors, officers, agents and employees from and against any loss, liability, claim, expense (including taxes, other than taxes based upon, measured by or determined by the income of the Trustee or such predecessor Trustee), damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of or in connection with the activities of the Trustee or such predecessor Trustee pursuant to this Base Indenture or any other Related Document, including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual or threatened action, proceeding, claim (whether asserted by HVIF, any HVIF Noteholder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section 10.5(b); provided, however, that, HVIF shall not indemnify the Trustee, any predecessor Trustee or their respective directors, officers, employees or agents if such acts, omissions or alleged acts or omissions constitute bad faith or negligence by the Trustee or such predecessor Trustee, as the case may be. The indemnity provided herein shall survive the termination of this Base Indenture and the resignation and removal of the Trustee.

(c)                When the Trustee incurs expenses or renders services after an Amortization Event occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Code.

(d)                The provisions of this Section 10.5 shall survive the termination of this Base Indenture and the resignation and removal of the Trustee.

Section 10.6.             Replacement of the Trustee.

(a)                The Trustee may, after giving forty-five (45) days prior written notice to HVIF, each HVIF Noteholder, each Controlling Party and each Rating Agency, resign at any time and be discharged from the trust hereby created; provided, however, that no such resignation of the Trustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Requisite HVIF Investors, acting together, may remove the Trustee with respect to the trust hereby created at any time, upon thirty (30) days’ written notice to the Trustee and HVIF. So long as no Amortization Event has occurred and is continuing with respect to any Series of HVIF Notes Outstanding, HVIF may remove the Trustee at any time. HVIF shall remove the Trustee if:

(i)                the Trustee fails to comply with Section 10.8 of this Base Indenture;

(ii)              the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code;

(iii)             a custodian or public officer takes charge of the Trustee or its property; or

(iv)              the Trustee becomes incapable of acting.

(b)                If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, HVIF shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Requisite HVIF Investors, acting together, may appoint a successor Trustee to replace the successor Trustee appointed by HVIF.

(c)                If a successor Trustee does not take office within forty-five (45) days after the retiring Trustee gives notice of its intent to resign or is removed, the retiring Trustee or any HVIF Noteholder, at the expense of HVIF, may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(d)                If the Trustee, after written request by any HVIF Noteholder to comply with Section 10.8 of this Base Indenture, fails to comply with Section 10.8 of this Base Indenture, such HVIF Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(e)                A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to HVIF. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Base Indenture and any HVIF Series Supplement. The successor Trustee shall deliver a notice of its succession to the HVIF Noteholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, HVIF’s obligations under Section 10.5 of this Base Indenture shall continue for the benefit of the retiring Trustee.

(f)                 A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor trustee’s acceptance of appointment as provided in Section 10.6(e) of this Base Indenture and the assumption of obligations of the Trustee hereunder by such successor trustee.

Section 10.7.             Successor Trustee by Merger, etc.

Subject to Section 10.8 of this Base Indenture, if the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 10.8.             Eligibility Disqualification.

(a)                There shall at all times be a Trustee hereunder which shall (i) be a corporation organized and doing business under the laws of the United States or of any state thereof that is authorized under such laws to exercise corporate trustee power, (ii) be subject to supervision or examination by federal or state authority and shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and (iii) satisfy the requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act.

(b)                If at any time the Trustee shall cease to satisfy the eligibility requirements of Section 10.8(a) of this Base Indenture, the Trustee shall resign immediately in the manner and with the effect specified in Section 10.6 of this Base Indenture.

Section 10.9.             Appointment of Co-Trustee or Separate Trustee.

(a)                Notwithstanding any other provisions of this Base Indenture or any HVIF Series Supplement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the HVIF Indenture Collateral may at the time be located, the Trustee shall have the power and may execute and deliver all instruments to appoint one or more persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the HVIF Indenture Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the HVIF Noteholders, such title to the HVIF Indenture Collateral, or any part thereof, and, subject to the other provisions of this Section 10.9, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 10.8 of this Base Indenture and no notice to HVIF Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 10.6 of this Base Indenture. No co-trustee shall be appointed without the consent of HVIF unless such appointment is required as a matter of state law or to enable the Trustee to perform its functions hereunder.

(b)                Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i)                The HVIF Notes of each Series of HVIF Notes shall be authenticated and delivered solely by the Trustee or an authenticating agent appointed by the Trustee;

(ii)               All rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform, such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the HVIF Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

(iii)             No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iv)              The Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c)                Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Base Indenture and the conditions of this Article X. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Base Indenture and any HVIF Series Supplement, specifically including every provision of this Base Indenture or any HVIF Series Supplement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to HVIF.

(d)                Any separate trustee or co-trustee may at any time constitute the Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect to this Base Indenture or any HVIF Series Supplement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 10.10.           Representations and Warranties of Trustee.

(a)                The Trustee represents and warrants to HVIF and the HVIF Noteholders that:

(i)               The Trustee is a national banking association, organized, existing and in good standing under the laws of the United States;

(ii)              The Trustee has full power, authority and right to execute, deliver and perform this Base Indenture and any HVIF Series Supplement issued concurrently with this Base Indenture and to authenticate the HVIF Notes, and has taken all necessary action to authorize the execution, delivery and performance by it of this Base Indenture and any HVIF Series Supplement issued concurrently with this Base Indenture and to authenticate the HVIF Notes;

(iii)             This Base Indenture has been duly executed and delivered by the Trustee;

(iv)             The Trustee meets the requirements of eligibility as a trustee hereunder set forth in Section 10.8 of this Base Indenture; and

(v)              The Trustee shall remain primarily liable for the actions of any co-trustees.

Section 10.11.      Foreign Account Tax Compliance Act (FATCA).

In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”), the Issuer agrees (i) to provide to The Bank of New York Mellon Trust Company, N.A., upon request, information about the transaction (including any modification to the terms of such transaction) the Issuer has in its possession, so The Bank of New York Mellon Trust Company, N.A. can determine whether it has tax related obligations under Applicable Law, and (ii) that The Bank of New York Mellon Trust Company, N.A. shall be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to comply with Applicable Law for which The Bank of New York Mellon Trust Company, N.A. shall not have any liability. The terms of this section shall survive the termination of this Base Indenture and the resignation and removal of the Trustee.

Article XI

DISCHARGE OF INDENTURE

Section 11.1.             Termination of HVIF’s Obligations.

(a)                This Base Indenture shall cease to be of further effect (except that (i) HVIF’s obligations under Section 10.5 and Section 10.11 of this Base Indenture, (ii) the Trustee’s and Paying Agent’s obligations under Section 11.3 of this Base Indenture and (iii) the HVIF Noteholders’ and the Trustee’s obligations under Section 13.14 of this Base Indenture shall survive) when all Outstanding HVIF Notes theretofore authenticated and issued (other than destroyed, lost or stolen HVIF Notes which have been replaced or paid) have been delivered to the Trustee for cancellation and HVIF has paid all sums payable hereunder.

(b)                In addition, except as may be provided to the contrary in any HVIF Series Supplement, HVIF may terminate all of its obligations under this Base Indenture if:

(i)               HVIF irrevocably deposits in trust with the Trustee or at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee and HVIF under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay, when due, principal and interest on the HVIF Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder; provided, however, that (1) such trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the Trustee and (2) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal and interest with respect to the HVIF Notes;

(ii)              HVIF delivers to the Trustee an Officer’s Certificate signed by an Authorized Officer of HVIF stating that all conditions precedent to satisfaction and discharge of this Base Indenture have been complied with;

(iii)             HVIF delivers to the Trustee an Officer’s Certificate signed by an Authorized Officer of HVIF stating that no Potential Amortization Event or Amortization Event shall have occurred and be continuing on the date of such deposit; and

(iv)             the Rating Agency Condition with respect to each Series of HVIF Notes Outstanding shall have been satisfied with respect to such deposit and termination of obligations pursuant to this Section 11.1.

Then, this Base Indenture shall cease to be of further effect (except as provided in this Section 11.1), and the Trustee, on demand of HVIF, shall execute proper instruments acknowledging confirmation of and discharge under this Base Indenture.

(c)                After such irrevocable deposit made pursuant to Section 11.1(b) of this Base Indenture and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of HVIF’s obligations under this Base Indenture except for those surviving obligations specified above.

In order to have money available on a payment date to pay principal or interest on the HVIF Notes, the U.S. Government Obligations shall be payable as to principal or interest at least one (1) Business Day before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer’s option.

Section 11.2.             Application of Trust Money.

The Trustee or a trustee satisfactory to the Trustee and HVIF shall hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 11.1 of this Base Indenture. The Trustee shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent in accordance with this Base Indenture to the payment of principal and interest on the HVIF Notes. The provisions of this Section 11.2 shall survive the expiration or earlier termination of this Base Indenture.

Section 11.3.             Repayment to HVIF.

The Trustee and the Paying Agent shall promptly pay to HVIF upon written request any excess money or, pursuant to Sections 2.10 and 2.14 of this Base Indenture, return any HVIF Notes held by them at any time.

Subject to Section 2.6(c) of this Base Indenture, the Trustee and the Paying Agent shall pay to HVIF upon written request any money held by them for the payment of principal or interest that remains unclaimed for two (2) years after the date upon which such payment shall have become due.

The provisions of this Section 11.3 shall survive the expiration or earlier termination of this Base Indenture.

Article XII

AMENDMENTS

Section 12.1.             Without Consent of the HVIF Noteholders.

(a)                Without the consent of any HVIF Noteholder, HVIF and the Trustee, at any time and from time to time, may enter into one or more Supplemental Indentures hereto, in form satisfactory to the Trustee, for any of the following purposes:

(i)                 to create a new Series of HVIF Notes;

(ii)               to add to the covenants of HVIF for the benefit of any HVIF Noteholders (and if such covenants are to be for the benefit of less than all Series of HVIF Notes, stating that such covenants are expressly being included solely for the benefit of such Series of HVIF Notes) or to surrender any right or power herein conferred upon HVIF (provided, however, that HVIF shall not pursuant to this subsection 12.1(a)(ii) surrender any right or power it has under any Related Document);

(iii)             to mortgage, pledge, convey, assign and transfer to the Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the HVIF Notes and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by this Base Indenture or as may, consistent with the provisions of this Base Indenture, be deemed appropriate by HVIF and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed, assigned and transferred to the Trustee on behalf of the HVIF Noteholders;

(iv)             to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any HVIF Series Supplement or in any HVIF Notes issued hereunder;

(v)              to provide for uncertificated HVIF Notes in addition to certificated HVIF Notes;

(vi)             to add to or change any of the provisions of this Base Indenture to such extent as shall be necessary to permit or facilitate the issuance of HVIF Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons;

(vii)            to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the HVIF Notes of one or more Series of HVIF Notes and to add to or change any of the provisions of this Base Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or

(viii)           to correct or supplement any provision herein or in any HVIF Series Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any HVIF Series Supplement;

provided, however, that, as evidenced by an Officer’s Certificate of HVIF, such action shall not adversely affect in any material respect the interests of any HVIF Noteholder or Enhancement Provider.

(b)                HVIF Series Supplements. Upon the request of HVIF and receipt by the Trustee of the documents described in Section 2.2 (if applicable) and Section 12.6 of this Base Indenture, the Trustee shall join with HVIF in the execution of any HVIF Series Supplement authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such HVIF Series Supplement that affects its own rights, duties or immunities under this Base Indenture or otherwise. Any HVIF Series Supplement that satisfies the conditions precedent set forth in Section 2.2 of this Base Indenture shall not be required to satisfy any other conditions set forth herein.

Section 12.2.             With Consent of the HVIF Noteholders.

(a)                Except as provided in Section 12.1 of this Base Indenture, the provisions of this Base Indenture may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by HVIF, the Trustee and the Requisite HVIF Investors, provided that, with respect to any such amendment, modification or waiver that does not adversely affect in any material respect one or more Series of HVIF Notes, as evidenced by an Officer’s Certificate of HVIF, each such Series of HVIF Notes will be deemed not Outstanding for purposes of the foregoing consent (and the calculation of the Requisite HVIF Investors (including the Aggregate HVIF Principal Amount) will be modified accordingly) and (ii) the Rating Agency Condition with respect to each Series of HVIF Notes Outstanding is satisfied with respect to such amendment, modification, or waiver;

provided that, HVIF shall be permitted to issue any Subordinated Series of HVIF Notes and effect any amendments hereto reasonably necessary to effect such issuance without the consent of any HVIF Noteholder (other than the Controlling Party or the Required Noteholders, as the case may be, of each such previously issued Subordinated Series of HVIF Notes); provided further that, the Rating Agency Condition with respect to each Series of HVIF Notes Outstanding shall have been satisfied with respect to such issuance of such Subordinated Series of HVIF Notes and that each Subordinated Series of HVIF Notes shall be deemed to be subordinated in all material respects to each Series of HVIF Notes.

(b)                Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of HVIF Notes Outstanding):

(i)                 any modification of this Section 12.2 of this Base Indenture or any requirement hereunder that any particular action be taken by HVIF Noteholders holding the relevant percentage in Principal Amount of the HVIF Notes or any change in the definition of the terms “Aggregate Asset Amount”, “Aggregate Asset Amount Deficiency”, “Ineligible Asset Amount”, “Limited Liquidation Event of Default”, “Liquidation Event of Default” or “Manufacturer Program” or the applicable amount of Enhancement shall require the consent of each HVIF Noteholder materially adversely affected thereby; and

(ii)               any amendment, waiver or other modification to this Base Indenture or any HVIF Series Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount of any HVIF Note, or the amount of any scheduled repayment or prepayment of interest on any HVIF Note (or reduce the principal amount of or rate of interest on any HVIF Note) shall require the consent of each holder of such HVIF Note materially adversely affected thereby; (B) affect adversely in any material respect the interests, rights or obligations of any HVIF Noteholder individually in comparison to any other HVIF Noteholder shall require the consent of such HVIF Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each HVIF Noteholder to which such Amortization Event applies that would be materially adversely affected thereby;

(iii)             any amendment, waiver or other modification that would (A) approve the assignment or transfer by HVIF of any of its rights or obligations hereunder or under any other Related Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Related Documents to which it is a party, except pursuant to the express terms hereof or of such Related Document, shall require in each case the consent of the Controlling Party of each Controlling Party Series; provided, however, that any such amendment, waiver, or other modification relating to a Related Document that relates solely to a single Series of HVIF Notes (as evidenced by an Officer’s Certificate of HVIF) shall require only the consent of the Controlling Party of each such Controlling Party Series; provided, further that with respect to any such amendment, waiver or other modification relating to a Related Document or portion thereof that does not adversely affect in any material respect a Series of HVIF Notes, as evidenced by an Officer’s Certificate of HVIF, then such Series of HVIF Notes shall be deemed not to be outstanding for purposes of the foregoing consent (and the calculation of Aggregate HVIF Principal Amount shall be modified accordingly); and

(iv)              any amendment, waiver or other modification that would amend or otherwise modify any Servicer Default shall require the consent of the Controlling Party of each Controlling Party Series.

(c)                No failure or delay on the part of any HVIF Noteholder or the Trustee in exercising any power or right under this Base Indenture or any other Related Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right; provided that, for the avoidance of doubt, any exercise of any such right or power shall remain subject to each condition expressly specified in any Related Document with respect to such exercise.

(d)                It shall not be necessary for the consent of any Person pursuant to this Section 12.2 for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

Section 12.3.             Supplements and Amendments.

Each amendment or other modification to this Base Indenture shall be set forth in a Supplemental Indenture. The initial effectiveness of each Supplemental Indenture to this Base Indenture shall be subject to satisfaction of the conditions set forth therein and the delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel that such Supplemental Indenture is authorized or permitted by Article XII of this Base Indenture.

Section 12.4.             Revocation and Effect of Consents.

Until an amendment or waiver becomes effective, a consent to it by an HVIF Noteholder of an HVIF Note is a continuing consent by the HVIF Noteholder and every subsequent HVIF Noteholder of an HVIF Note or portion of an HVIF Note that evidences the same debt as the consenting HVIF Noteholder’s HVIF Note, even if notation of the consent is not made on any HVIF Note. Any such HVIF Noteholder or subsequent HVIF Noteholder may, however, revoke the consent as to his HVIF Note or portion of an HVIF Note if the Trustee receives written notice of revocation before the date the amendment or waiver becomes effective. An amendment or waiver becomes effective in accordance with its terms and thereafter binds every HVIF Noteholder. HVIF may fix a record date for determining which HVIF Noteholders are eligible to consent to any amendment or waiver.

Section 12.5.             Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment or waiver on any HVIF Note thereafter authenticated. HVIF, in exchange for all HVIF Notes, may issue and the Trustee shall authenticate new HVIF Notes that reflect the amendment or waiver. Failure to make the appropriate notation or issue a new HVIF Note shall not affect the validity and effect of such amendment or waiver.

Section 12.6.             The Trustee to Sign Amendments, etc.

The Trustee shall sign any Supplemental Indenture authorized pursuant to this Article XII if the Supplemental Indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing any amendment hereto or Supplemental Indenture, the Trustee shall be entitled to receive, if requested, an indemnity reasonably satisfactory to it and to receive and, subject to Section 10.2 of this Base Indenture, shall be fully protected in relying upon, an Officer’s Certificate of HVIF and an Opinion of Counsel as conclusive evidence that such Supplemental Indenture is authorized or permitted by this Base Indenture and that all conditions precedent specified in this Article XII of this Base Indenture and the amendment provisions of any applicable Series Supplement have been satisfied, and that it will be valid and binding upon HVIF in accordance with its terms.

Article XIII

MISCELLANEOUS

Section 13.1.             Notices.

(a)                Any notice or communication by HVIF or the Trustee to the other shall be in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the other’s address:

If to HVIF:

HERTZ VEHICLE INTERIM FINANCING LLC

If to the Trustee:

2 North LaSalle Street, Suite 700

Chicago, Illinois 60602

With a copy to: diane.moser@bnymellon.com

If to an Enhancement Provider, at the address provided in the applicable Enhancement Agreement.

HVIF or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications; provided, however, HVIF may not at any time designate more than a total of three (3) addresses to which notices must be sent in order to be effective.

Any notice (i) given in person shall be deemed delivered on the date of delivery of such notice, (ii) given by first class mail shall be deemed given five (5) days after the date that such notice is mailed, (iii) delivered by telex or telecopier shall be deemed given on the date of delivery of such notice, and (iv) delivered by overnight air courier shall be deemed delivered one (1) Business Day after the date that such notice is delivered to such overnight courier.

Notwithstanding any provisions of this Base Indenture to the contrary, the Trustee shall have no liability based upon or arising from the failure to receive any notice required by or relating to this Base Indenture or the HVIF Notes.

If HVIF delivers a notice or communication to the HVIF Noteholders, it shall deliver a copy to the Trustee at the same time.

In addition to the foregoing, the Trustee agrees to accept and act upon notice, instructions or directions pursuant to this Base Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

(b)                Where this Base Indenture provides for notice to HVIF Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if sent in writing and delivered by e-mail or mail, first-class postage prepaid, to each HVIF Noteholder affected by such event, at its address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed (if any) for the giving of such notice. In any case where notice to an HVIF Noteholder is given by e-mail or mail, neither the failure to send such notice, nor any defect in any notice so sent, to any particular HVIF Noteholder shall affect the sufficiency of such notice with respect to other HVIF Noteholders, and any notice that is delivered in the manner herein provided shall be conclusively presumed to have been duly given. Where this Base Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by HVIF Noteholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In the case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made that is satisfactory to the Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 13.2.             Certificate as to Conditions Precedent.

Upon any request or application by HVIF to the Trustee to take any action under this Base Indenture, HVIF shall furnish to the Trustee an Officer’s Certificate of HVIF in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.3 of this Base Indenture) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Base Indenture relating to the proposed action have been complied with.

Section 13.3.             Statements Required in Certificate and Opinion of Counsel.

Each Officer’s Certificate and Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Base Indenture shall include:

(a)                a statement that the Person giving such Officer’s Certificate or Opinion of Counsel has read such covenant or condition;

(b)                a brief statement as to the nature and scope of the examination or investigation upon which the statements contained in such Officer’s Certificate or Opinion of Counsel are based;

(c)                a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)                a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 13.4.          Rules by the Trustee.

The Trustee may make reasonable rules for action by or at a meeting of the HVIF Noteholders.

Section 13.5.             Duplicate Originals.

The parties may sign any number of copies of this Base Indenture. One signed copy is enough to prove this Base Indenture.

Section 13.6.             Third-Party Beneficiaries.

The Controlling Party is an express third party beneficiary of this Base Indenture and has the right to enforce any rights expressly conferred upon it herein. This Base Indenture will not confer any rights or remedies upon any Person other than the parties hereto, the Controlling Party and their respective successors and permitted assigns and the HVIF Noteholders, any benefit or any legal or equitable right, remedy or claim under this Base Indenture.

Section 13.7.             Payment on Business Day.

In any case where any Payment Date, redemption date or maturity date of any HVIF Note shall not be a Business Day, then (notwithstanding any other provision of this Base Indenture) payment of interest or principal (and premium, if any), as the case may be, need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the Payment Date, redemption date, or maturity date; provided, however. that no interest shall accrue for the period from and after such Payment Date, redemption date, or maturity date, as the case may be.

Section 13.8.             Governing Law.

THIS BASE INDENTURE AND EACH HVIF SERIES SUPPLEMENT, AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS BASE INDENTURE OR ANY HVIF SERIES SUPPLEMENT, SHALL BE GOVERNED BY, AND 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.

Section 13.9.             Successors.

All agreements of HVIF in this Base Indenture and the HVIF Notes shall bind its successor; provided, however, except as provided in Section 12.2(b)(iii) of this Base Indenture, HVIF may not assign its obligations or rights under this Base Indenture or any Related Document. All agreements of the Trustee in this Base Indenture shall bind its successor.

Section 13.10.            Severability.

In case any provision in this Base Indenture or in the HVIF Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 13.11.           Execution in Counterparts; Electronic Execution.

This Base Indenture may be executed in any number of counterparts (including by facsimile or electronic transmission (including .pdf file, .jpeg file, Adobe Sign, or DocuSign)), each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart signature page of this Base Indenture by facsimile or any such electronic transmission shall be effective as delivery of a manually executed counterpart of this Base Indenture and shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law. Any electronically signed document delivered via email from a person purporting to be an authorized officer shall be considered signed or executed by such authorized officer on behalf of the applicable person and will be binding on all parties hereto to the same extent as if it were manually executed.

Section 13.12.           Table of Contents, Headings, etc.

The Table of Contents and headings of the Articles and Sections of this Base Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 13.13.           Termination; Collateral.

This Base Indenture, and any grants, pledges and assignments hereunder, shall become effective concurrently with the issuance of the first Series of HVIF Notes and shall terminate when (a) no HVIF Notes remain Outstanding, (b) all HVIF Note Obligations due shall have been fully paid and satisfied, (c) the obligations of each Enhancement Provider under any Enhancement and Related Documents have terminated, and (d) any Enhancement shall have terminated, at which time the Trustee, at the request of HVIF and upon receipt of an Officer’s Certificate of HVIF to the effect that the conditions in clauses (a), (b), (c) and (d) above have been complied with and upon receipt of a certificate from the Trustee and each Enhancement Provider to the effect that the conditions in clauses (a), (b), (c) and (d) above have been complied with, shall reassign (without recourse upon, or any warranty whatsoever by, the Trustee) and deliver all HVIF Indenture Collateral and documents then in the custody or possession of the Trustee promptly to HVIF.

HVIF and the HVIF Noteholders hereby agree that, if any funds remain on deposit in the HVIF Collection Account on any date on which no Series of HVIF Notes is Outstanding or each HVIF Series Supplement related to a Series of HVIF Notes has been terminated, such amounts shall be released by the Trustee following payment in full of any other outstanding HVIF Note Obligation and paid to HVIF.

Section 13.14.           No Bankruptcy Petition Against HVIF.

Each of the HVIF Noteholders and the Trustee hereby covenants and agrees that, prior to the date which is one year and one (1) day after the payment in full of the latest maturing HVIF Note, it will not institute against, or join with, encourage or cooperate with any other Person in instituting, against HVIF, Hertz Vehicles LLC or HGI any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing in this Section 13.14 shall constitute a waiver of any right to indemnification, reimbursement or other payment from HVIF pursuant to this Base Indenture. In the event that any such HVIF Noteholder or the Trustee takes action in violation of this Section 13.14, HVIF, Hertz Vehicles LLC or HGI as the case may be, shall file or cause to be filed an answer with the bankruptcy court or otherwise properly contesting the filing of such a petition by any such HVIF Noteholder or the Trustee against HVIF, Hertz Vehicles LLC or HGI, as the case may be, or the commencement of such action and raising the defense that such HVIF Noteholder or the Trustee has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 13.14 shall survive the termination of this Base Indenture, and the resignation or removal of the Trustee. Nothing contained herein shall preclude participation by any HVIF Noteholder or the Trustee in the assertion or defense of its claims in any such proceeding involving HVIF, Hertz Vehicles LLC or HGI.

Section 13.15.           No Recourse.

The obligations of HVIF under this Base Indenture and any HVIF Series Supplement are solely the obligations of HVIF. No recourse shall be had for the payment of any amount owing in respect of any fee hereunder or any other obligation or claim arising out of or based upon this Base Indenture or any HVIF Series Supplement against any member, employee, officer or director of HVIF. Fees, expenses, costs or other obligations payable by HVIF hereunder shall be payable by HVIF to the extent and only to the extent that HVIF is reimbursed therefor pursuant to any of the Related Documents, or funds are then available or thereafter become available for such purpose pursuant to the Related Documents. In the event that HVIF is not reimbursed for such fees, expenses, costs or other obligations or that sufficient funds are not available for their payment pursuant to the Related Documents, the excess unpaid amount of such fees, expenses, costs or other obligations shall in no event constitute a claim (as defined in Section 101 of the Bankruptcy Code) against, or corporate obligation of, HVIF. Nothing in this Section 13.15 shall be construed to limit the Trustee from exercising its rights hereunder with respect to the HVIF Collateral.

Section 13.16.            Waiver of Jury Trial.

EACH OF HVIF AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS BASE INDENTURE OR ANY HVIF SERIES SUPPLEMENT, THE HVIF NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 13.17.           Submission to Jurisdiction.

Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Base Indenture or any HVIF Series Supplement, the HVIF Notes or the transactions contemplated hereby, or for recognition or enforcement of any judgment arising out of or relating to this Base Indenture or any HVIF Series Supplement, the HVIF Notes or the transactions contemplated hereby; (ii) agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, federal court; (iii) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; and (v) consents to service of process in the manner provided for notices in Section 13.1 of this Base Indenture (provided that, nothing in this Base Indenture shall affect the right of any such party to serve process in any other manner permitted by law).

IN WITNESS WHEREOF, the Trustee and HVIF have caused this Base Indenture to be duly executed by their respective duly authorized officers as of the day and year first written above.

Signature Page to HVIF Base Indenture

Signature Page to HVIF Base Indenture

Schedule I

TO THE
BASE INDENTURE

DEFINITIONS LIST

“Account Collateral” means HVIF’s right, title and interest in, to and under all of the assets, property and interests in property, whether now owned or hereafter acquired or created, in Section 3.1(a)(iii) of this Base Indenture.

“Adjusted Asset Coverage Threshold Amount” means, with respect to any Series of HVIF Notes, the amount specified in the applicable HVIF Series Supplement.

“Affiliate” means, with respect to any specified Person, another Person that directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and “controlled” and “controlling” have meanings correlative to the foregoing.

“Affiliate Issuer” means any special purpose entity that is an Affiliate of Hertz that has entered into financing arrangements secured by one or more Series of HVIF Notes and has assigned all of its voting, consent and control rights associated with such HVIF Notes ultimately to Persons that are not Affiliates of Hertz.

“Agent” means any Registrar or Paying Agent.

“Aggregate Asset Amount” means, as of any date of determination, the amount equal to the following:

(i)          the aggregate Net Book Value of all Eligible Vehicles as of such date; plus

(ii)         the aggregate amount of all Manufacturer Receivables as of such date; plus

(iii)        the aggregate amount of all Incentive Rebate Receivables as of such date; plus

(iv)        if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Rent (excluding any Monthly Variable Rent due under Section 4.5(a) or 4.5(b) of the HVIF Lease) payable on the next Payment Date with respect to all Eligible Vehicles; minus

(v)         any Ineligible Asset Amount on such date.

“Aggregate Asset Amount Deficiency” means, with respect to any date of determination, the amount, if any, by which the Aggregate Asset Coverage Threshold Amount on such date exceeds the Aggregate Asset Amount on such date.

“Aggregate Asset Coverage Threshold Amount” means, on any date of determination, the sum of the Adjusted Asset Coverage Threshold Amounts with respect to each Series of HVIF Notes then Outstanding on such date.

“Aggregate HVIF Principal Amount” means the sum of the Principal Amounts with respect to all Series of HVIF Notes then Outstanding.

“Amortization Event” has the meaning specified in Section 9.1 of this Base Indenture.

“Annual HVIF Noteholders’ Tax Statement” has the meaning specified in Section 4.2(b) of this Base Indenture.

“Applicable Law” has the meaning specified in Section 10.11 of this Base Indenture.

“Applicants” has the meaning specified in Section 2.7 of this Base Indenture.

“Assignment Agreement” means the agreement with respect to each Manufacturer and its Manufacturer Program, entered into or to be entered into among Hertz, HGI, HVIF and the Collateral Agent and acknowledged by such Manufacturer, (a) assigning to HGI certain of Hertz’s rights, title and interest in and to such Manufacturer’s Manufacturer Program as such rights, title and interest relate to passenger automobiles and light-duty trucks purchased and to be purchased by HGI from such Manufacturer under such Manufacturer Program, (b) assigning to the Collateral Agent, on behalf of the Trustee for the benefit of the HVIF Noteholders, HVIF’s rights, title and interest therein and (c) assigning to the Collateral Agent on behalf of Hertz or HGI’s rights, title and interest therein.

“Auction” means the set of procedures specified in a Guaranteed Depreciation Program for sale or disposition of Program Vehicles through auctions and at auction sites designated by such Program Vehicles’ Manufacturer pursuant to such Guaranteed Depreciation Program.

“Authorized Officer” means, as to Hertz or any of its Affiliates, any of (i) the President, (ii) the Chief Financial Officer, (iii) the Treasurer, (iv) any Assistant Treasurer, or (v) any Vice President in the tax, legal or treasury department, in each case of Hertz or such Affiliate, as applicable.

“Bankruptcy Code” means The Bankruptcy Reform Act of 1978, as amended from time to time, as codified as 11 U.S.C. Section 101 et seq.

“Base Indenture” means the Base Indenture, dated as of November 25, 2020, between HVIF and the Trustee, as amended, modified or supplemented from time to time, exclusive of HVIF Series Supplements.

“Beneficiary” has the meaning specified in the Collateral Agency Agreement.

“Board of Directors” means the Board of Directors of the Lessee or any authorized committee of the Board of Directors.

“Board of Managers” means the Board of Managers of HVIF or any authorized committee of the Board of Managers.

“Book-Entry Notes” means beneficial interests in the HVIF Notes, ownership and transfers of which shall be evidenced or made through book entries by a Clearing Agency as described in Section 2.12 of this Base Indenture; provided that after the occurrence of a condition whereupon book-entry registration and transfer are no longer permitted and Definitive Notes are issued to the Note Owners, such Definitive Notes shall replace Book-Entry Notes.

“Business Day” means any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York.

“Capitalized Cost” has the meaning specified in the HVIF Lease.

“Carrying Charges” means for any Payment Date, without duplication, the sum of (a) all fees, expenses and other amounts payable by HVIF to the Trustee under the HVIF Indenture, (b) the Monthly Servicing Fee payable by HVIF to the Servicer pursuant to the HVIF Lease on such Payment Date, (c) $1,500, (d) the sum of (i) all reasonable out-of-pocket costs and expenses of HVIF incurred in connection with the issuance of each Series of HVIF Notes, including any fees payable to the Rating Agencies in connection with their rating of such Series of HVIF Notes and any fees or commissions payable in connection with the sale of such Series of HVIF Notes, and (ii) all reasonable out-of-pocket costs and expenses of HVIF incurred in connection with the execution, delivery and performance (including the enforcement, waiver or amendment) of the Related Documents, and (e) any amounts owing to a counterparty under a Swap Agreement, less (f) any amounts due from a counterparty under a Swap Agreement. Before issuance of any Series of HVIF Notes, HVIF will review the estimated out-of-pocket costs and expenses to be incurred in connection with the issuance thereof with the Lessee. If Lessee objects to such estimated costs and expenses, it shall notify HVIF prior to the issuance of such Series of HVIF Notes, and HVIF shall not issue any additional Series of HVIF Notes.

“Casualty” has the meaning specified in the HVIF Lease.

“Casualty Payment Amount” has the meaning specified in the HVIF Lease.

“Certificate of Title” means, with respect to any HVIF Vehicle, the certificate of title or similar evidence of ownership applicable to such HVIF Vehicle duly issued in accordance with the certificate of title, act or other applicable statute of the jurisdiction applicable to such HVIF Vehicle as determined by the Servicer, the Nominee-Servicer or the Collateral Servicer (as defined in the Collateral Agency Agreement), as applicable.

“Certificated Security” means a “certificated security” within the meaning of Section 8-102 of the applicable UCC.

“Chrysler” means Chrysler Group LLC, a Delaware limited liability company, and its successors.

“Class” means, with respect to any Series of HVIF Notes, any one of the classes of HVIF Notes of that Series of HVIF Notes as specified in the applicable HVIF Series Supplement.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act or any successor provision thereto or Euroclear or Clearstream.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book entry transfers and pledges of securities deposited with the Clearing Agency.

“Clearstream” means Clearstream Banking, societe anonyme.

“Closing Date” means the Initial HVIF Closing Date and each Series Closing Date after the Initial HVIF Closing Date, as applicable.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any successor statute of similar import, in each case as in effect from time to time. References to sections of the Code also refer to any successor or replacement sections.

“Collateral Account” means a “Collateral Account” (as such term is defined in Section 2.5(a) of the Collateral Agency Agreement) into which amounts relating to HVIF Vehicle Collateral are deposited pursuant to the terms of the Collateral Agency Agreement.

“Collateral Agency Agreement” means the Fourth Amended and Restated Collateral Agency Agreement, dated as of November 25, 2013, by and among HVF, as grantor, HGI, as grantor, DTG Operations, Inc., as grantor, Hertz, as grantor and collateral servicer, the Collateral Agent, as secured party, and those various “Additional Grantors”, “Financing Sources” and “Beneficiaries” (each as defined therein) from time to time party thereto, as amended, restated, modified or supplemented from time to time in accordance with its terms.

“Collateral Agent” means The Bank of New York Mellon Trust Company, N.A., in its capacity as collateral agent under the Collateral Agency Agreement, and any successor thereto or permitted assign in such capacity thereunder.

“Company Order” and “Company Request” means a written order or request signed in the name of HVIF by any one of its Authorized Officers and delivered to the Trustee.

“Consolidated Subsidiary” means, at any time, any Subsidiary or other entity the accounts of which are consolidated with those of Hertz in its consolidated financial statements as of such time.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person (a) with respect to any indebtedness, lease, dividend, letter of credit or other obligation of another if the primary purpose or intent thereof by the Person incurring the Contingent Obligation is to provide assurance to the obligee of such obligation of another that such obligation of another will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected (in whole or in part) against loss in respect thereof or (b) under any letter of credit issued for the account of that Person or for which that Person is otherwise liable for reimbursement thereof. Contingent Obligations shall include (a) the direct or indirect guarantee, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another and (b) any liability of such Person for the obligations of another through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), (ii) to maintain the solvency of any balance sheet item, level of income or financial condition of another or (iii) to make take-or-pay or similar payments if required regardless of non-performance by any other party or parties to an agreement, if in the case of any agreement described under subclause (i) or (ii) of this sentence the primary purpose or intent thereof is as described in the preceding sentence. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported.

“Contractual Obligation” means, with respect to any Person, any provision of any security issued by that Person or of any material indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any material portion of its properties is bound or to which it or any material portion of its properties is subject.

“Contribution Agreement” means the Contribution Agreement, dated as of November 24, 2020, between Hertz and HVIF.

“Controlled Amortization Period” means, with respect to any Series of HVIF Notes, the period specified in the applicable HVIF Series Supplement.

“Controlled Group” means, with respect to any Person, such Person, whether or not incorporated, and any corporation, trade or business that is, along with such Person, a member of a controlled group of corporations or a controlled group of trades or businesses as described in Sections 414(b) and (c), respectively, of the Code.

“Controlling Party” has the meaning specified, with respect to any Series of HVIF Notes, in the applicable HVIF Series Supplement.

“Controlling Party Series” means any Series of HVIF Notes with respect to which the applicable HVIF Series Supplement designated a Controlling Party.

“Corporate Trust Office” shall mean the principal office of the Trustee at which at any particular time its corporate trust business shall be administered which office at the date of the execution of this Base Indenture is located at 2 North LaSalle Street, Suite 700, Chicago, Illinois 60602, Attention: Corporate Trust Administration—Structured Finance, or at any other time at such other address as the Trustee may designate from time to time by notice to the HVIF Noteholders and HVIF.

“Daily Collection Report” has the meaning specified in Section 4.1(a) of this Base Indenture.

“Definitions List” means this Schedule I to this Base Indenture, as amended or modified from time to time.

“Definitive Notes” has the meaning specified in Section 2.12(a) of this Base Indenture.

“Depository” has the meaning specified in Section 2.12(a) of this Base Indenture.

“Depository Agreement” means, with respect to a Series of HVIF Notes having Book-Entry Notes, the agreement among HVIF, the Trustee and the Clearing Agency, or as otherwise provided in the applicable HVIF Series Supplement.

“Depreciation Charge” has the meaning specified in the HVIF Lease.

“Depreciation Schedule” means the initial schedule of estimated daily depreciation prepared by HVIF with respect to each type of Non-Program Vehicle, as revised from time to time by HVIF, subject to Section 4.1 of the HVIF Lease.

“Determination Date” means the date five (5) Business Days prior to each Payment Date.

“Disposition Date” has the meaning specified in the HVIF Lease.

“Disposition Proceeds” means the net proceeds (other than the portion of the Repurchase Price payable (i) by the Manufacturer pursuant to a Manufacturer Program or (ii) with respect to Non-Program Vehicles, by the Lessee pursuant to the HVIF Lease) from the sale or disposition of an HVIF Vehicle to any Person, whether at an Auction or otherwise.

“Distribution Account” means, with respect to any Series of HVIF Notes, an account established as such pursuant to the applicable HVIF Series Supplement.

“Dollar” and the symbol “$” mean the lawful currency of the United States.

“DTC” means The Depository Trust Company.

“Due Date” has the meaning specified in the HVIF Lease.

“Eligible Account” means (a) a segregated identifiable trust account established in the trust department of a Qualified Trust Institution or (b) a separately identifiable deposit or securities account established with a Qualified Institution.

“Eligible Vehicle” means an “HVIF Eligible Vehicle” as such term is defined in the HVIF Lease.

“Emergence Date” means the effective date of any Chapter 11 Plan than is confirmed pursuant to an order of the Bankruptcy Court.

“Enhancement” means, with respect to any Series of HVIF Notes, the rights and benefits provided to the HVIF Noteholders of such Series of HVIF Notes pursuant to any letter of credit, surety bond, cash collateral account, overcollateralization, issuance of subordinated HVIF Notes, spread account, guaranteed rate agreement, maturity guaranty facility, tax protection agreement, interest rate swap, hedging instrument or any other similar arrangement.

“Enhancement Agreement” means any contract, agreement, instrument or document governing the terms of any Enhancement or pursuant to which any Enhancement is issued or outstanding.

“Enhancement Amount” has the meaning specified, with respect to any Series of HVIF Notes, in the applicable HVIF Series Supplement.

“Enhancement Deficiency” has the meaning specified, with respect to any Series of HVIF Notes, in the applicable HVIF Series Supplement.

“Enhancement Provider” means the Person providing any Enhancement as designated in the applicable HVIF Series Supplement, other than any HVIF Noteholders the HVIF Notes of which are subordinated to any Class of the HVIF Notes of the same Series of HVIF Notes.

“Entitlement Order” means “entitlement order” within the meaning of Section 8-102(a)(8) of the New York UCC.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections.

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear System.

“Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if:

(a)                a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or any substantial part of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of sixty (60) consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or

(b)                such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors; or

(c)                the board of directors of such Person (if such Person is a corporation or similar entity) shall vote to implement any of the actions set forth in clause (b) above.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FDIC” means the Federal Deposit Insurance Corporation.

“Finance Guide” means the Black Book Official Finance/Lease Guide.

“Financial Asset” means “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC.

“Financial Officer” means, with respect to any Person, the chief financial officer, vice president-finance, principal accounting officer, controller or treasurer of such Person.

“Financing Source and Beneficiary Supplement” has the meaning specified in the Collateral Agency Agreement.

“Fitch” means Fitch Ratings, Inc.

“Fleet Report” means the “Collateral Agent Report” as defined in the Collateral Agency Agreement.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time set forth in the Accounting Codification Standards issued by the Financial Accounting Standards Board, or in such other statements by such other entity as may be in general use by significant segments of the accounting profession, that are applicable to the circumstances as of the date of determination.

“General Intangibles” means “general intangible” within the meaning of Section 9-102(a)(42) of Revised Article 9.

“GM” means General Motors Company, a Delaware corporation, and its successors.

“Governmental Authority” means any federal, state, local or foreign court or governmental department, commission, board, bureau, agency, authority, instrumentality or regulatory body.

“Guaranteed Depreciation Program” means a guaranteed depreciation program pursuant to which a Manufacturer has agreed to (a) cause HVIF Vehicles manufactured by it or one of its Affiliates that are turned back during the specified Repurchase Period to be sold by an auction dealer, (b) cause the proceeds of any such sale to be deposited in a Collateral Account by such auction dealer promptly following such sale and (c) pay to HVIF the excess, if any, of the guaranteed payment amount with respect to any such HVIF Vehicle calculated as of the Turnback Date in accordance with the provisions of such guaranteed depreciation program over the amount deposited in a Collateral Account by an auction dealer pursuant to clause (b) above.

“Hague Convention” has the meaning specified in Section 5.2(h) of this Base Indenture.

“Hertz” means The Hertz Corporation, a Delaware corporation.

“HGI” means Hertz General Interest LLC, a Delaware limited liability company.

“HVF” means Hertz Vehicle Financing LLC, a Delaware limited liability company.

“HVIF” means Hertz Vehicle Interim Financing LLC, a Delaware limited liability company.

“HVIF Administration Agreement” means the HVIF Administration Agreement, dated as of the November 25, 2020, by and among the HVIF Administrator, HVIF and the Trustee, as amended, modified or supplemented from time to time in accordance with its terms.

“HVIF Administrator” means Hertz, in its capacity as the administrator under the HVIF Administration Agreement, or any successor HVIF Administrator thereunder.

“HVIF Administrator Default” means any of the events described in Section 9(c) of the HVIF Administration Agreement.

“HVIF Back-Up Administrator” means Lord Securities Corporation or such other Person reasonably satisfactory to a Controlling Party and HVIF, in either case, in its capacity as back-up administrator under the HVIF Back-Up Administration Agreement.

“HVIF Back-Up Administration Agreement” means the HVIF Back-Up Administration Agreement, to be entered into on or before the day that is sixty (60) days following the date hereof, by and among the HVIF Administrator, the Issuer, the Trustee and the HVIF Back-Up Administrator, in form and substance consistent with similar agreements entered into by Hertz and reasonably satisfactory to a Controlling Party.

“HVIF Back-Up Disposition Agent” means defi AUTO, LLC or such other Person reasonably satisfactory to a Controlling Party and HVIF, in either case, in its capacity as back-up disposition agent pursuant to the HVIF Back-Up Disposition Agent Agreement.

“HVIF Back-Up Disposition Agent Agreement” means the HVIF Back-Up Disposition Agent Agreement, to be entered into on or before the day that is sixty (60) days following the date hereof, by and among the HVIF Back-Up Disposition Agent, Hertz, as Servicer and the Trustee, in form and substance consistent with similar agreements entered into by Hertz and reasonably satisfactory to a Controlling Party.

“HVIF Collateral” means, collectively, the HVIF Indenture Collateral and the HVIF Vehicle Collateral.

“HVIF Collection Account” has the meaning specified in Section 5.1(a) of this Base Indenture.

“HVIF Collections” means, without duplication, (a) all payments on the HVIF Collateral, including, without limitation, (i) all payments by or on behalf of the Lessee under the HVIF Lease, (ii) all indemnification payments by Hertz to HVIF under the Related Documents, (iii) all proceeds of the HVIF Vehicles, including (A) all payments received in respect of Incentive Rebate Receivables and all payments otherwise made by or on behalf of any Manufacturer or auction dealer, under the related Manufacturer Program with respect to the HVIF Vehicles, but excluding HVIF Excluded Payments, (B) all payments by or on behalf of any other Person as proceeds from the sale of HVIF Vehicles and (C) all insurance proceeds and warranty payments in respect of the HVIF Vehicles, but excluding HVIF Excluded Payments, whether such payments are in the form of cash, checks, wire transfers or other forms of payment and whether in respect of principal, interest, repurchase price, fees, expenses or otherwise, (iv) all Swap Payments relating to Series of HVIF Notes, (v) all payments made from a Collateral Account to the HVIF Collection Account and (vi) all amounts earned on Permitted Investments of funds in the HVIF Collection Account and, to the extent so specified in an HVIF Series Supplement, in a Series Account.

“HVIF Excess Damage Charges” has the meaning specified in the HVIF Lease.

“HVIF Excess Mileage Charges” has the meaning specified in the HVIF Lease.

“HVIF Excluded Payments” has the meaning specified in the HVIF Lease.

“HVIF Financing Source and Beneficiary Supplement” means the Financing Source and Beneficiary Supplement to the Collateral Agency Agreement, dated as of November 25, 2020, by and among HVIF, HGI, DTG Operations, Inc., the Trustee and the Collateral Agent.

“HVIF General Intangibles Collateral” means HVIF’s right, title and interest in, to and under all of the assets, property and interests in property, whether now owned or hereafter acquired or created, as described in Section 3.1(a)(i), (ii) and (iv) of this Base Indenture.

“HVIF Indenture Collateral” has the meaning specified in Section 3.1 of this Base Indenture.

“HVIF Lease” means the Master Motor Vehicle Operating Lease and Servicing Agreement (HVIF), dated as of November 25, 2020, between HVIF, as lessor thereunder, Hertz, as a lessee, servicer and guarantor, DTG Operations, Inc., as a lessee, and those permitted lessees from time to time becoming lessees pursuant to the terms thereof, as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

“HVIF LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of HVIF, dated as of November 25, 2020, as amended, modified or supplemented from time to time in accordance with its terms.

“HVIF Management Agreement” means each of the Management Agreements with one or more of the members of the Board of Managers of HVIF, as amended, modified or supplemented from time to time in accordance with its terms.

“HVIF Noteholder” means the Person in whose name an HVIF Note is registered in the Note Register.

“HVIF Notes” has the meaning specified in the recitals to this Base Indenture.

“HVIF Note Obligations” means all principal and interest, at any time and from time to time, owing by HVIF on the HVIF Notes, all costs, fees and expenses payable by, or obligations of, HVIF under this Base Indenture and each other Related Documents and any amounts asserted as due from HVIF under this Base Indenture and each other Related Document.

“HVIF Note Rate” means, with respect to any Series of HVIF Notes, the annual rate at which interest accrues on the HVIF Notes of such Series of HVIF Notes (or formula on the basis of which such rate shall be determined) as stated in the applicable HVIF Series Supplement.

“HVIF Operating Lease Event of Default” has the meaning specified in the HVIF Lease.

“HVIF Potential Operating Lease Event of Default” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute an HVIF Operating Lease Event of Default.

“HVIF Series Supplement” means, a supplement to this Base Indenture complying (to the extent applicable) with the terms of Section 2.3 of this Base Indenture.

“HVIF Supplemental Documents” has the meaning specified in Schedule I to the HVIF Lease.

“HVIF Vehicle” means a passenger automobile or light-duty truck which is owned by HVIF and leased by HVIF to the Lessee pursuant to the HVIF Lease.

“HVIF Vehicle Collateral” means the Related Master Collateral with respect to the Trustee, as a Beneficiary pursuant to the HVIF Financing Source and Beneficiary Supplement, under the Collateral Agency Agreement.

“Hyundai” means Hyundai Motor America Corporation, a California corporation, and its successors.

“Incentive Rebate Receivable Letter Agreement” means the HVIF Incentive Rebate Receivable Letter Agreement, dated as of November 25, 2020, among Hertz, HGI and HVIF.

“Incentive Rebate Receivables” means an amount required to be paid (although such payment may be contingent upon achieving certain fleet purchase volumes and mix requirements) by a Manufacturer as an incentive or rebate (including, for the avoidance of doubt, any accompanying purchase letter or similar agreement with such Manufacturer for all purposes relating to any such incentive or rebate) relating to the purchase of a new HVIF Vehicle that is not netted from the purchase price paid for such HVIF Vehicle at the time of purchase, which amount required to be paid has been properly assigned to the Issuer and in which the Collateral Agent has a first priority perfected security interest and would properly be recorded as a receivable in accordance with GAAP.

“Indebtedness” means, as applied to any Person, without duplication, (a) all indebtedness for borrowed money, (b) that portion of obligations with respect to any lease of any property (whether real, personal or mixed) that is properly classified as a liability on a balance sheet in conformity with GAAP, (c) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money, (d) any obligation owed for all or any part of the deferred purchase price for property or services, which purchase price is (i) due more than six months from the date of the incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar written instrument, (e) all indebtedness in respect of any of the foregoing secured by any Lien on any property or asset owned by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person, and (f) all Contingent Obligations of such Person in respect of any of the foregoing.

“Independent Manager” has the meaning specified in the HVIF LLC Agreement.

“Ineligible Asset Amount” means, as of any date of determination, an amount equal to the sum (without duplication) of the following amounts to the extent that such amounts are included in clauses (i) through (iv) of the definition of Aggregate Asset Amount for such date:  (a) the aggregate amount of all Manufacturer Receivables as of such date payable to HVIF by a Manufacturer with respect to which a Manufacturer Event of Default specified in clause (i) or (ii) of the definition thereof is continuing, plus (b) the aggregate amount of all Manufacturer Receivables as of such date payable to HVIF by a Manufacturer which are unpaid more than sixty (60) days past the applicable Due Date, plus (c) the aggregate amount of Ineligible Incentive Rebate Receivables as of such date.

“Ineligible Incentive Rebate Receivable” means each Incentive Rebate Receivable due from any Manufacturer (A) that asserts a right to net amounts owing to it under a Manufacturer Program against amounts owing to the Issuer pursuant to a Manufacturer Program, (B) that owes HVIF any Incentive Rebate Receivable that remains unpaid on the date that is the earlier of (I) 60 days past the date on which it was contractually payable by the related Manufacturer under the Manufacturer Program or (II) 180 days past the date on which the Issuer paid for the related HVIF Vehicle from such Manufacturer, (C) that disputes or otherwise repudiates its obligation to pay any incentives or rebates that meet the definition of Incentive Rebate Receivable or (D) that has a right to recover previously paid Incentive Rebate Receivables for any reason, and seeks such recovery, or in any way asserts any right of recovery, in each case, from the Issuer.

“Ineligible Vehicle” means, as of any date of determination, an HVIF Vehicle that is not an Eligible Vehicle as of such date.

“Initial Determination Date” means, with respect to any Vehicle, the Determination Date with respect to the Related Month in which a Vehicle Operating Lease Commencement Date for such HVIF Vehicle occurs.

“Initial HVIF Closing Date” means the date on which the initial Series of HVIF Notes are issued under this Base Indenture.

“Initial Principal Amount” means, with respect to any Series of HVIF Notes, the aggregate initial principal amount specified in the applicable HVIF Series Supplement.

“In-Service Date” means, with respect to (i) any HVIF Vehicle subject to a Manufacturer Program, the date on which depreciation related to such HVIF Vehicle begins to accrue under such Manufacturer Program and (ii) any HVIF Vehicle not subject to a Manufacturer Program, the date designated by the Servicer in respect of such Non-Program Vehicle in the Monthly Servicing Certificate for the Related Month in which the Vehicle Operating Lease Commencement Date for such Non-Program Vehicle occurs.

“Interest Collections” means on any date of determination all HVIF Collections which represent payments of Monthly Variable Rent under the HVIF Lease plus any amounts earned on Permitted Investments in the HVIF Collection Account which are available for distribution on such date.

“Interest Period” means, with respect to any Series of HVIF Notes, the period specified in the applicable HVIF Series Supplement.

“Invested Percentage” means, with respect to any Series of HVIF Notes, the percentage specified in the applicable HVIF Series Supplement.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Lease Payment Default” means the occurrence of any event described in Section 9.1.1 of the HVIF Lease.

“Lease Payment Deficit” means, for any Related Month, an amount equal to the excess, if any, of (a) the aggregate amount of payments required to be made under the HVIF Lease with respect to the Related Month over (b) the aggregate amount of payments actually received by HVIF under the HVIF Lease with respect to the Related Month.

“Lease Related Agreements” means the HVIF Lease, the HVIF Supplemental Documents, the Assignment Agreements, the Purchase and Sale Agreement, the Contribution Agreement, the Nominee LLC Agreement, the HVIF Administration Agreement and the Nominee Agreement.

“Legal Final Payment Date” has the meaning specified, with respect to each Series of HVIF Notes, in the HVIF Series Supplement with respect to such Series of HVIF Notes.

“Lessee” means each of Hertz and each Additional Lessee (as defined in the HVIF Lease), in each case, in its capacity as a lessee under the HVIF Lease.

“Lessor” means HVIF, in its capacity as the lessor under the HVIF Lease.

“Lien” means, when used with respect to any Person, any interest in any real or personal property, asset or other right held, owned or being purchased or acquired by such Person that secures payment or performance of any obligation, and shall include any mortgage, lien, pledge, encumbrance, charge, retained security title of a conditional vendor or lessor, or other security interest of any kind, whether arising under a security agreement, mortgage, lease, deed of trust, chattel mortgage, assignment, pledge, retention or security title, financing or similar statement, or notice or arising as a matter of law, judicial process or otherwise; provided that, the foregoing shall not include, as of any date of determination, any interest in or right with respect to any passenger automobile, van or light-duty truck that is being rented (as of such date) to any third-party customer of Hertz or any Affiliate thereof, which interest or right secures payment or performance of any obligation of such third-party customer.

“Limited Liquidation Event of Default” means, with respect to any Series of HVIF Notes, any event specified as such in the applicable HVIF Series Supplement.

“Liquidation Event of Default” means, so long as such event or condition continues, any of the following: (a) any Lease Payment Default or (b) an Event of Bankruptcy with respect to Hertz Vehicles LLC, HGI or HVIF and (y) after the Emergence Date, an Event of Bankruptcy with respect to Hertz.

“Luxembourg Agent” has the meaning specified in Section 2.8(g) of this Base Indenture.

“Manufacturer” means a manufacturer or distributor of passenger automobiles, vans and/or light-duty trucks.

“Manufacturer Event of Default” has the meaning specified in the HVIF Lease.

“Manufacturer Program” means at any time any Repurchase Program or Guaranteed Depreciation Program that is in full force and effect with a Manufacturer (i) pursuant to which the repurchase price or guaranteed auction sale price is at least equal to the Capitalized Cost of each HVIF Vehicle, minus all Depreciation Charges accrued with respect to such HVIF Vehicle prior to the date that the HVIF Vehicle is submitted for repurchase, minus HVIF Excess Mileage Charges, minus HVIF Excess Damage Charges, (ii) that cannot be amended or terminated with respect to any HVIF Vehicle after the purchase of that HVIF Vehicle, and (iii) the assignment of the benefits of which to HVIF and the Collateral Agent has been acknowledged in writing by the related Manufacturer in the form of an Assignment Agreement.

“Manufacturer Receivable” means an amount due from a Manufacturer, other than any Incentive Rebate Receivable or any Excluded Payment, or an auction dealer under a Manufacturer Program in respect of or in connection with a Program Vehicle disposed of in accordance with such Manufacturer Program.

“Market Value” has the meaning specified in the HVIF Lease.

“Material Adverse Effect” means, with respect to any occurrence, event or condition, applicable to any party to any of the Related Documents after the date hereof:

1.                a material adverse change in the financial condition, business, assets or operations of Hertz and its Consolidated Subsidiaries;

2.                a material adverse effect on the ability of Hertz, Hertz Vehicles LLC, HGI, or HVIF to perform its obligations under any of the Related Documents;

3.                a material adverse effect on HVIF’s interest in the HVIF Vehicles or the related Manufacturer Receivables; or

4.                an adverse effect on (i) the validity or enforceability of any Related Documents or (ii) on the validity, status, perfection or priority of the Lien of the Trustee in the HVIF Indenture Collateral or of the Collateral Agent in the HVIF Vehicle Collateral.

“Maximum Lease Termination Date” means, with respect to any HVIF Vehicle, the earlier of (x) the last Business Day of the month that is 48 months after the month in which the Vehicle Operating Lease Commencement Date occurs with respect to such HVIF Vehicle and (y) the last Business Day of the month that is 54 months after the date of original invoice for such HVIF Vehicle.

“Maximum Manufacturer Amount” means, as of any date of determination, with respect to a particular Manufacturer or group of Manufacturers, the lowest Maximum Manufacturer Amount with respect to such Manufacturer or group of Manufacturers specified with respect to such Manufacturer or group of Manufacturers in any HVIF Series Supplement under which HVIF Notes are Outstanding as of such date.

“Measurement Month” on any date, means each calendar month, or the smallest number of consecutive calendar months, preceding such date in which at least the lesser of the following (a) and (b) were sold to third parties, at auction or otherwise (excluding salvage sales): (a) the greater of (x) one-twelfth of the number of Non-Program Vehicles as of the last day of such calendar month or consecutive calendar months and (y) 2,000 and (b) 4,500 Non-Program Vehicles; provided, however, that no calendar month included in a single Measurement Month shall be included in any other Measurement Month.

“Monthly Base Rent” has the meaning specified in the HVIF Lease.

“Monthly HVIF Administration Fee” has the meaning specified in the HVIF Administration Agreement.

“Monthly HVIF Noteholders’ Statement” means, with respect to any Series of HVIF Notes, a statement substantially in the form of an Exhibit to the applicable HVIF Series Supplement.

“Monthly Servicing Certificate” has the meaning specified in Section 4.1(c) of this Base Indenture.

“Monthly Servicing Fee” has the meaning specified in the HVIF Lease.

“Monthly Variable Rent” has the meaning specified in the HVIF Lease.

“Moody’s” means Moody’s Investors Service, Inc.

“NADA Guide” means the National Automobile Dealers Association, Official Used Car Guide, Eastern Edition.

“Net Book Value” has the meaning specified in the HVIF Lease.

“New York UCC” means the UCC in effect in the State of New York.

“Nominee” means the party named as such in the Nominee Agreement.

“Nominee Agreement” means the Fourth Amended and Restated Vehicle Title Nominee Agreement, dated as of December 3, 2015, by and among Hertz Vehicles LLC, HGI, HVF, Hertz, RCFC, the RCFC Collateral Agent, the Collateral Agent and those various “Nominating Parties” from time to time party thereto, as amended, modified or supplemented from time to time in accordance with its terms.

“Nominee LLC Agreement” means the Third Amended and Restated Limited Liability Company Agreement of Hertz Vehicles LLC, dated as of November 25, 2013, as amended, modified or supplemented from time to time in accordance with its terms.

“Nominee-Servicer” has the meaning specified in the Nominee Agreement.

“Non-Program Vehicle” means, as of any date of determination, an Eligible Vehicle that is not a Program Vehicle as of such date.

“Note Owner” means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).

“Note Register” has the meaning specified in Section 2.5 of this Base Indenture.

“Officer’s Certificate” means, with respect to any Person, a certificate signed by an Authorized Officer of such Person.

“Operating Lease Commencement Date” has the meaning specified in the HVIF Lease.

“Operating Lease Expiration Date” has the meaning specified in the HVIF Lease.

“Opinion of Counsel” means a written opinion addressing questions of law from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to Hertz or any of its Affiliates, as the case may be. For the avoidance of doubt, the term “Opinion of Counsel” shall not include any opinion not bearing a handwritten signature.

“Other Series Collateral” has the meaning specified in Section 2.3 of this Base Indenture.

“Outstanding” has the meaning specified, with respect to any Series of HVIF Notes, in the applicable HVIF Series Supplement.

“Past Due Amounts” has the meaning specified in the HVIF Lease.

“Paying Agent” has the meaning specified in Section 2.5 of this Base Indenture.

“Payment Date” means, unless otherwise specified in any HVIF Series Supplement for the related Series of HVIF Notes, the 25th day of each calendar month, or if such day is not a Business Day, the next succeeding Business Day, commencing on December 28, 2020.

“Payment Date Directions” has the meaning specified, with respect to any Series of HVIF Notes, in the applicable HVIF Series Supplement.

“Permitted Check Payments” means (i) payments of sales proceeds of HVIF Vehicles made by check by auction dealers under the Manufacturer Program with Chrysler and (ii) payments made by check by GM, Hyundai and Subaru under their respective Manufacturer Programs.

“Permitted Investments” has the meaning specified, with respect to any Series of HVIF Notes, in the applicable HVIF Series Supplement.

“Permitted Liens” means (i) Liens for current taxes not delinquent or for taxes being contested in good faith and by appropriate proceedings, and with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP, (ii) mechanics’, materialmen’s, landlords’, warehousemen’s and carriers’ Liens, and other Liens imposed by law, securing obligations that are not more than thirty (30) days past due or are being contested in good faith and by appropriate proceedings and with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP, (iii) Liens in favor of the Trustee pursuant to this Base Indenture and Liens in favor of the Collateral Agent pursuant to the Collateral Agency Agreement, and (iv) Liens in favor of an Enhancement Provider, provided, however, that such Liens referred to in this clause (iv) are subordinate to the Liens in favor of the Trustee and the Collateral Agent and have been consented to by each of the Trustee and the Collateral Agent.

“Person” means any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company, joint stock company, corporation, trust, unincorporated organization or Governmental Authority.

“Physical Property” means banker’s acceptances, commercial paper, negotiable certificates of deposits and other obligations that constitute “instruments” within the meaning of Section 9-102(a)(47) of the applicable UCC and are susceptible to physical delivery and Certificated Securities.

“Plan” means any “employee pension benefit plan”, as such term is defined in ERISA, that is subject to Title IV of ERISA (other than a “multiemployer plan”, as defined in Section 4001 of ERISA) and to which any company in the Controlled Group has liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA for any time within the preceding five (5) years or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“Pledged Equity Collateral Agent” means any trustee or collateral agent acting on behalf of any Pledged Equity Secured Party with respect to any of the SPV Issuer Equity.

“Pledged Equity Lender” means any Person who is a lender with respect to indebtedness of Hertz or any of its Affiliates where such indebtedness is secured by any of the SPV Issuer Equity.

“Pledged Equity Secured Party” means any Person who is (i) a secured party under a Pledged Equity Security Agreement or (ii) a Pledged Equity Lender.

“Pledged Equity Security Agreement” means any security agreement or intercreditor agreement with respect to any indebtedness of Hertz or any of its Affiliates where such indebtedness is secured by any of the SPV Issuer Equity.

“Potential Amortization Event” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute an Amortization Event.

“Potential Manufacturer Event of Default” means an event which, with the giving of notice, the passage of time or both, would constitute a Manufacturer Event of Default.

“Power of Attorney” means a power of attorney in the form of Exhibit C to the Collateral Agency Agreement.

“Principal Amount” has the meaning specified, with respect to any Series of HVIF Notes, in the applicable HVIF Series Supplement.

“Principal Collections” means any HVIF Collections other than Interest Collections.

“Principal Distribution Period” means, with respect to any Series of HVIF Notes, the period specified in the applicable HVIF Series Supplement.

“Principal Payment Amount” means, with respect to any Class of HVIF Notes, the amount (or amounts) specified in any applicable HVIF Series Supplement.

“Principal Terms” has the meaning specified in Section 2.3 of this Base Indenture.

“Proceeds” has the meaning specified in Section 9-102(a)(64) of the applicable UCC.

“Program Vehicle” means, as of any date of determination, an Eligible Vehicle that is (i) eligible under, and subject to, a Manufacturer Program as of such date and (ii) not designated as a Non-Program Vehicle pursuant to the HVIF Lease as of such date.

“Purchase and Sale Agreement” means the Master Purchase and Sale Agreement dated as of November 25, 2013, by and among HVF, as transferor, HGI, as transferor, Hertz, as transferor, and the new transferors party thereto from time to time, as supplemented by the Affiliate Joinder to the Master Purchase and Sale Agreement, dated as of November 25, 2020, delivered by HVIF, as joining party, to HVF, as transferor, HGI, as transferor, Hertz, as transferor, and each previously joined permitted transferor party thereto, as may be further amended, modified or supplemented from time to time in accordance with its terms.

“Qualified Institution” means a depository institution organized under the laws of the United States or any State thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States or any State thereof and subject to supervision and examination by federal or state banking authorities which at all times has the Required Rating and, in the case of any such institution organized under the laws of the United States, whose deposits are insured by the FDIC.

“Qualified Insurer” means a financially sound and responsible insurance company duly authorized and licensed where required by law to transact business and having a general policy rating of “A” or better by A.M. Best Company, Inc.

“Qualified Trust Institution” means an institution organized under the laws of the United States or any State thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States or any State thereof and subject to supervision and examination by federal or state banking authorities which at all times (i) is authorized under such laws to act as a trustee or in any other fiduciary capacity, (ii) has capital, surplus and undivided profits of not less than $50,000,000 as set forth in its most recent published annual report of condition, and (iii) has a long term deposits rating of not less than “BBB-” by S&P, “Baa3” by Moody’s and, unless otherwise agreed to by Fitch, “BBB-” by Fitch.

“Rating Agency” with respect to any Series of HVIF Notes, has the meaning specified in the applicable HVIF Series Supplement; provided, that, if a Rating Agency ceases to rate the HVIF Notes of any Series of HVIF Notes, such Rating Agency shall be deemed to no longer constitute a Rating Agency for all purposes with respect to such Series of HVIF Notes.

“Rating Agency Condition” with respect to any Series of HVIF Notes, has the meaning, if any, specified in the applicable HVIF Series Supplement.

“RCFC” means Rental Car Finance LLC (f/k/a Rental Car Finance Corp.), an Oklahoma corporation (for the avoidance of doubt, including its successors by operation of a statutory conversion to a limited liability company).

“RCFC Collateral Agent” means Deutsche Bank Trust Company Americas, in its capacity as collateral agent under the RCFC Collateral Agency Agreement.

“RCFC Collateral Agency Agreement” has the meaning specified in the Nominee Agreement.

“Reassignment Claim” has the meaning specified in the Collateral Agency Agreement.

“Reassignment Report” has the meaning specified in the Collateral Agency Agreement.

“Record Date” means, with respect to any Series of HVIF Notes and any Payment Date, the date specified in the applicable HVIF Series Supplement.

“Registered Organization” means “registered organization” within the meaning of Section 9-102(a)(70) of Revised Article 9.

“Registrar” has the meaning specified in Section 2.5 of this Base Indenture.

“Rejected Vehicle” has the meaning specified in the HVIF Lease.

“Related Document Actions” has the meaning specified in Section 8.7(b) of this Base Indenture.

“Related Documents” means, collectively, this Base Indenture, any HVIF Series Supplements, the HVIF LLC Agreement, any HVIF Management Agreement, any Enhancement Agreement, any Swap Agreement, the Depository Agreements, the Collateral Agency Agreement, the Incentive Rebate Receivable Letter Agreement, the HVIF Back-Up Disposition Agent Agreement (after execution thereof), the HVIF Back-Up Administration Agreement (after execution thereof) and the Lease Related Agreements.

“Related Master Collateral” has the meaning specified in the Collateral Agency Agreement.

“Related Month” means, (i) with respect to any Payment Date or Determination Date, the most recently ended calendar month, (ii) with respect to any other date, the calendar month in which such date occurs and (iii) with respect to an Interest Period, the month in which such Interest Period commences; provided, however, that with respect to the above clause (i), the initial Related Month shall be the period from and including the Initial HVIF Closing Date to and including the last day of the calendar month in which the Initial HVIF Closing Date occurs.

“Rent” has the meaning specified in the HVIF Lease.

“Reportable Event” has the meaning specified in Title IV of ERISA.

“Repurchase Period” means, with respect to any Program Vehicle, the period during which such HVIF Vehicle may be turned in to the Manufacturer thereof for repurchase or sale at Auction pursuant to the applicable Manufacturer Program.

“Repurchase Price” has the meaning specified in the HVIF Lease.

“Repurchase Program” has the meaning specified in the HVIF Lease.

“Required Enhancement Amount” means, with respect to any Series of HVIF Notes, the amount specified in the applicable HVIF Series Supplement.

“Required Noteholders” has the meaning specified, with respect to any Series of HVIF Notes, in the applicable HVIF Series Supplement.

“Required Rating” means (i) a short-term certificate of deposit rating from Moody’s of “P-1,” from S&P of at least “A-1+” and, if rated by Fitch, from Fitch of at least “F-1+” and (ii) a long-term unsecured debt rating of not less than “Aa3” by Moody’s, not less than “AA-” by S&P and, unless otherwise agreed to by Fitch, not less than “AA-” by Fitch.

“Required Standstill Provisions” means with respect to any Pledged Equity Security Agreement and with respect to any Pledged Equity Secured Party and Pledged Equity Collateral Agent thereunder, terms pursuant to which such Pledged Equity Secured Party and Pledged Equity Collateral Agent agree substantially to the effect that:

(a)                prior to the date that is one year and one (1) day after the payment in full of all of the HVIF Note Obligations,

(i)                 such Pledged Equity Collateral Agent and each Pledged Equity Secured Party shall not be entitled at any time to (A) institute against, or join any other person in instituting against, HVIF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other similar proceeding under the laws of the United States or any State thereof or of any foreign jurisdiction, (B) transfer and register any of the SPV Issuer Equity in the name of such Pledged Equity Collateral Agent or a Pledged Equity Secured Party or any designee or nominee thereof, (C) foreclose such security interest regardless of the bankruptcy or insolvency of Hertz or any of its Subsidiaries, (D) exercise any voting rights granted or appurtenant to such SPV Issuer Equity or (E) enforce any right that the holder such SPV Issuer Equity might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of HVIF; and

(ii)               each of such Pledged Equity Collateral Agent and each other Pledged Equity Secured Party waives and releases any right to (A) require that HVIF be in any manner merged, combined, collapsed or consolidated with or into Hertz or any of its Subsidiaries, including by way of substantive consolidation in a bankruptcy case or similar proceeding, (B) require that the status of HVIF as a separate entity be in any respect disregarded, (C) contest or challenge, or join any other Person in contesting or challenging, the transfers of any securitization assets from Hertz or any of its Subsidiaries to HVIF, whether on grounds that such transfers were disguised financings, preferential transfers, fraudulent conveyances or otherwise or a transfer other than a “true sale” or a “true contribution” or (D) contest or challenge, or join any other Person in contesting or challenging, any agreement pursuant to which any assets are leased by HVIF to any Person as other than a “true lease”;

(b)                upon the transfer by Hertz or any of its Subsidiaries (other than HVIF or any other special purpose subsidiary of Hertz) of securitization assets to HVIF or any other such special purpose subsidiary in a securitization as permitted under such Pledged Equity Security Agreement, any liens with respect to such securitization assets arising under the loan and security documentation with respect to such Pledged Equity Security Agreement shall automatically be released (and the Pledged Equity Collateral Agent is authorized to execute and enter into any such releases and other documents as Hertz may reasonably request in order to give effect thereto);

(c)                each of such Pledged Equity Collateral Agent and each Pledged Equity Secured Party shall take no action related to any SPV Issuer Equity that would cause HVIF to breach any of its covenants in its certificate of formation or limited liability company agreement (each in the case of HVIF) or in any other Related Document or to be unable to make any representation in any such document;

(d)                each of such Pledged Equity Collateral Agent and each Pledged Equity Secured Party acknowledges that it has no interest in, and will not assert any interest in, the assets owned by HVIF other than, following a transfer of any pledged SPV Issuer Equity to the Pledged Equity Collateral Agent in connection with any exercise of remedies pursuant to such Pledged Equity Security Agreement, the right to receive lawful dividends or other distributions when paid by HVIF from lawful sources and in accordance with the Related Documents and the rights of a member of HVIF; and

(e)                each such Pledged Equity Collateral Agent and each Pledged Equity Secured Party agree and acknowledge that: (i) each of the Trustee, the Collateral Agent, each Enhancement Provider and any other agent and/or trustee acting on behalf of the HVIF Noteholders is an express third party beneficiary with respect to the provisions set forth in clause (a) above and (ii) each of the Trustee, the Collateral Agent, each Enhancement Provider and any other agent and/or trustee acting on behalf of the HVIF Noteholders shall have the right to enforce compliance by the Pledged Equity Collateral Agent and each Pledged Equity Secured Party with respect to any of the foregoing clauses (a) through (d).

“Requirement of Law” means, with respect to any Person or any of its property, the certificate of incorporation or articles of association and by-laws, limited liability company agreement, partnership agreement or other organizational or governing documents of such Person or any of its property, and any law, treaty, rule or regulation, or determination of any arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, whether federal, state or local.

“Requisite HVIF Investors” means (a) HVIF Noteholders holding in excess of 50% of the aggregate Principal Amounts with respect to all Series of HVIF Notes then Outstanding (other than any Controlling Party Series); provided, however, that, upon the occurrence and during the continuance of an Amortization Event with respect to any Series of HVIF Notes where the HVIF Noteholder(s) have a commitment, the commitment of such HVIF Noteholder(s) shall be deemed to be zero, and (b) the Controlling Party with respect to each Controlling Party Series.

“Responsible Officer” means, with respect to the Collateral Agent, any officer within the corporate trust department of the Collateral Agent, including any Vice President, Assistant Vice President or Assistant Treasurer of the Corporate Trust Office, or any trust officer, or any officer customarily performing functions similar to those performed by the person who at the time shall be such officers, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with a particular subject, or any successor thereto responsible for the administration of the Collateral Agency Agreement.

“Revised Article 8” means Article 8 of the New York UCC.

“Revised Article 9” means Article 9 of the New York UCC.

“Revolving Period” has the meaning specified, with respect to each Series of HVIF Notes, in the HVIF Series Supplement with respect to such Series of HVIF Notes.

“S&P” means S&P Global, a division of The McGraw-Hill Companies, Inc.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Entitlement” means “security entitlement” within the meaning of Section 8-102(a)(17) of the New York UCC.

“Series Account” means any account or accounts established pursuant to an HVIF Series Supplement for the benefit of a Series of HVIF Notes.

“Series Closing Date” means, with respect to any Series of HVIF Notes, the date specified as such in the applicable HVIF Series Supplement.

“Series of HVIF Notes” or “Series” means, each Series of HVIF Notes issued and authenticated pursuant to this Base Indenture and an HVIF Series Supplement.

“Series Permitted Lien” shall have the meaning, with respect to any Series of HVIF Notes, set forth in the HVIF Series Supplement with respect to such Series.

“Series Related Documents” shall have the meaning, with respect to any Series of HVIF Notes, set forth in the HVIF Series Supplement with respect to such Series.

“Series-Specific Collateral” means collateral that is to be solely for the benefit of the noteholders of any Series of HVIF Notes as specified in the related HVIF Series Supplement.

“Servicer” means Hertz, in its capacity as servicer under the HVIF Lease and the Collateral Agency Agreement, as applicable.

“Servicer Default” has the meaning specified in the HVIF Lease.

“Servicing Standard” has the meaning specified in the HVIF Lease.

“Special Term” has the meaning specified in the HVIF Lease.

“SPV Issuer Equity” has the meaning specified in Section 7.12 of this Base Indenture.

“Subaru” means Subaru of America, Inc., a New Jersey corporation, and its successors.

“Subsidiary” means, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held by such parent or (b) that is, at the time any determination is being made, otherwise controlled, by such parent or one or more subsidiaries of such parent or by such parent and one or more subsidiaries of such parent.

“Subordinated Series of HVIF Notes” means a subordinated Series of HVIF Notes (other than, for the avoidance of doubt, a subordinated Class of HVIF Notes issued pursuant to an HVIF Series Supplement) which is fully subordinated to each Series of HVIF Notes Outstanding (other than any other previously issued Subordinated Series of HVIF Notes).

“Supplemental Indenture” means a supplement to this Base Indenture complying (to the extent applicable) with the terms of Article XII of this Base Indenture.

“Swap Agreement” means one or more interest rate swap contracts, interest rate cap agreements or similar contracts entered into by HVIF in connection with the issuance of a Series of HVIF Notes, as specified, and designated, as a “Swap Agreement”, in the applicable HVIF Series Supplement, providing limited protection against interest rate risks.

“Swap Payments” means amounts payable to or receivable by HVIF pursuant to any Swap Agreement.

“Tax Opinion” means an Opinion of Counsel to be delivered in connection with the issuance of a new Series of HVIF Notes to the effect that, for United States federal income tax purposes, (i) such new Series of HVIF Notes will be treated as indebtedness (or, to the extent that any portion of such Series of HVIF Notes is not expected to be investment grade, should be treated as indebtedness), (ii) the issuance of such new Series of HVIF Notes will not affect adversely the United States federal income tax characterization of any Series of HVIF Notes Outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as debt at the time of their issuance and (iii) HVIF will not be classified as an association or as a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

“Term” has the meaning specified in the HVIF Lease.

“Termination Payment” means the collective reference to HVIF Excess Damage Charges, HVIF Excess Mileage Charges, early turnback surcharges and any other similar charges and penalties charged under the Manufacturer Programs.

“Termination Value” means, with respect to any HVIF Vehicle, as of any date, an amount equal to (i) the Capitalized Cost of such HVIF Vehicle, minus (ii) all Depreciation Charges for such Vehicle accrued prior to such date under the applicable.

“Trust Officer” means any officer within the corporate trust department of the Trustee, including any vice president, assistant secretary, associate, senior associate, or any trust officer, or any officer customarily performing functions similar to those performed by the person who at the time shall be such officers, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with a particular subject, or any successor thereto responsible for the administration of this Base Indenture.

“Trustee” means The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee under this Base Indenture and under each HVIF Series Supplement.

“Turnback Date” has the meaning specified in the HVIF Lease.

“U.S. Government Obligations” means direct obligations of the United States, or any agency or instrumentality thereof for the payment of which the full faith and credit of the United States is pledged as to full and timely payment of such obligations.

“UCC” means the Uniform Commercial Code as in effect from time to time in the specified jurisdiction.

“United States” or “U.S.” means the United States of America, its fifty States and the District of Columbia.

“Vehicle Funding Date” has the meaning specified in the HVIF Lease.

“Vehicle Operating Lease Commencement Date” has the meaning specified in the HVIF Lease.

“Vehicle Operating Lease Expiration Date” has the meaning specified in the HVIF Lease.

“Vehicle Term” has the meaning specified in the HVIF Lease.

“VIN” means vehicle identification number.

“written” or “in writing” means any form of written communication, including, without limitation, by means of telex, telecopier device, telegraph or cable.

Exhibit A
TO BASE INDENTURE

FORM OF MONTHLY SERVICING CERTIFICATE

HERTZ VEHICLE FINANCING LLC

Pursuant to Section 4.1(c) of the Base Indenture dated as of November 25, 2020 for Rental Car Asset Backed Notes (Issuable in Series) by and between Hertz Vehicle Interim Financing LLC, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Base Indenture”), the undersigned __________________, __________________ of Hertz Vehicle Interim Financing LLC, does hereby certify to the best of his knowledge after due investigation that:

The undersigned has read the provisions of the Base Indenture relating to the foregoing, has made due investigation into the matters discussed herein, which investigation has enabled him to express an informed opinion on the foregoing and, in the opinion of the undersigned, those conditions or covenants contained in the Base Indenture which relate to the above matters have been complied with.

Capitalized terms used herein shall have the meanings set forth in the Base Indenture and Schedule I (Definitions List) thereto.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Officer’s Certificate this ___ day of ________________, ___.

Exhibit B
TO BASE INDENTURE

FORM OF OFFICER’S CERTIFICATE

______________________

The undersigned, [                  ], a [                  ] of Hertz Vehicle Interim Financing LLC, a Delaware limited liability company (the “Company”), pursuant to Section 8.25(a) of the Base Indenture dated as of November 25, 2020 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), hereby certifies that (i) the Company is in receipt of the preliminary Manufacturer Program (as defined in Schedule I to the Base Indenture) for [name of manufacturer] for the [ ] model year, (ii) upon review of such Manufacturer Program, there are no changes to the terms and conditions of the Manufacturer Program as compared to the Manufacturer Program for the previous model year that are likely to have a material adverse effect on HVIF and (iii) the undersigned has no reason to believe that there will be any changes to the terms and conditions of the final Manufacturer Program for the [ ] model year as compared to the Manufacturer Program for the previous model year that would be likely to have a material adverse effect on HVIF.

IN WITNESS WHEREOF, the undersigned has executed this certificate this _____day of _______________, 20___.

Exhibit 4.2

EXECUTION VERSION

HERTZ VEHICLE INTERIM FINANCING LLC,
as Issuer,

THE HERTZ CORPORATION,
as HVIF Administrator,

DEUTSCHE BANK AG, NEW YORK BRANCH,
as Administrative Agent,

APOLLO CAPITAL MANAGEMENT, L.P.,

as Controlling Party

CERTAIN NOTEHOLDERS,

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee and Securities Intermediary

SERIES 2020-1 SUPPLEMENT

dated as of November 25, 2020

to

BASE INDENTURE

dated as of November 25, 2020

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

SERIES 2020-1 SUPPLEMENT, dated as of November 25, 2020 (“Series 2020-1 Supplement”), among HERTZ VEHICLE INTERIM FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVIF”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz” or, in its capacity as administrator with respect to the HVIF Notes, the “HVIF Administrator”), the several Class A noteholders set forth on Schedule II hereto (each a “Class A Noteholder”), the several Class B noteholders set forth on Schedule III hereto (each a “Class B Noteholder”, and together with the Class A Noteholder, the “Series 2020-1 Noteholders”), DEUTSCHE BANK AG, NEW YORK BRANCH, in its capacity as administrative agent for the Series 2020-1 Noteholders (the “Administrative Agent”), APOLLO CAPITAL MANAGEMENT, L.P., as controlling party (the “Controlling Party”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “Securities Intermediary”), to the Base Indenture, dated as of November 25, 2020 (as amended, modified or supplemented from time to time, exclusive of HVIF Series Supplements, the “Base Indenture”), between HVIF and the Trustee.

PRELIMINARY STATEMENT

WHEREAS, Sections 2.2 and 12.1 of the Base Indenture provide, among other things, that HVIF and the Trustee may at any time and from time to time enter into a supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of HVIF Notes;

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

DESIGNATION

There is hereby created a Series of HVIF Notes issued pursuant to the Base Indenture, and such Series of HVIF Notes is hereby designated as Series 2020-1 Delayed Draw Rental Car Asset Backed Notes. On and after the Effective Date, two classes of Series 2020-1 Delayed Draw Rental Car Asset Backed Notes will be issued, one of which was referred to and shall continue to be referred to herein as the “Class A Notes” and one of which was referred to and shall continue to be referred to herein as the “Class B Notes”.

The Class A Notes and the Class B Notes are referred to herein as the “Series 2020-1 Notes”.

Article I

DEFINITIONS AND CONSTRUCTION

Section 1.1.       Defined Terms and References. Capitalized terms used herein shall have the meanings assigned to such terms in Schedule I hereto, and if not defined therein, shall have the meanings assigned thereto in the Base Indenture. All Article, Section or Subsection references herein (including, for the avoidance of doubt, in Schedule I hereto) shall refer to Articles, Sections or Subsections of this Series 2020-1 Supplement, except as otherwise provided herein. Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2020-1 Notes and not to any other Series of HVIF Notes issued by HVIF.

Section 1.2.       Rules of Construction. In this Series 2020-1 Supplement, including the preamble, recitals, attachments, schedules, annexes, exhibits and joinders hereto unless the context otherwise requires:

(a)           the singular includes the plural and vice versa;

(b)           references to an agreement or document shall include the preamble, recitals, all attachments, schedules, annexes, exhibits and joinders to such agreement or document, and are to such agreement or document (including all such attachments, schedules, annexes, exhibits and joinders to such agreement or document) as amended, supplemented, restated and otherwise modified from time to time and to any successor or replacement agreement or document, as applicable (unless otherwise stated);

(c)           reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Series 2020-1 Supplement, and reference to any Person in a particular capacity only refers to such Person in such capacity;

(d)           reference to any gender includes the other gender;

(e)           reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time;

(f)           “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

(g)           with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”;

(h)           references to sections of the Code also refer to any successor sections; and

(i)           the language used in this Series 2020-1 Supplement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party.

Section 1.3.       Special Right of Refusal Provisions. The Controlling Party (on behalf of itself or any Apollo Entity) may, in its sole discretion, elect to accept in any amount or reject any offer to be involved in any Rental Car Financing, and its acceptance or rejection shall not alter whether the Right of First Refusal Condition is satisfied.

Section 1.4.       Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Series 2020-1 Related Document, each party hereto acknowledges that any liability of any Designated Series 2020-1 Noteholder or Designating Series 2020-1 Noteholder that is an Affected Financial Institution arising under any Series 2020-1 Related Document, to the extent such liability is unsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the Write-Down and Conversion Powers and agrees and consents to, and acknowledges and agrees to be bound by:

(a)           the application of any Write-Down and Conversion Powers to any such Covered Liability arising hereunder which may be payable to it by any Designated Series 2020-1 Noteholder or Designating Series 2020-1 Noteholder that is an Affected Financial Institution; and

(b)           the effects of any Bail-In Action on any such Covered Liability, including, if applicable:

(i)                 a reduction in full or in part or cancellation of any such Covered Liability;

(ii)                a conversion of all, or a portion of, such Covered Liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability under this Agreement or any other Series 2020-1 Related Document; or

(iii)               the variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion Powers.

Notwithstanding anything to the contrary herein, nothing contained in this Section 1.4 shall modify or otherwise alter the rights or obligations with respect to any liability that is not a Covered Liability. Upon the application of any Write-Down and Conversion Powers to any Covered Liability, HVIF shall provide a written notice to the Series 2020-1 Noteholders as soon as practicable regarding such Write-Down and Conversion Powers to any Covered Liability. HVIF shall also deliver a copy of such notice to the Trustee for information purposes. The parties hereto waive, to the extent permitted by law, any and all claims against the Trustee for, and agree not to initiate a suit against the Trustee in respect of, and agree that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case at the direction of HVIF or any other party as permitted by the Indenture in connection with the application of any Write-Down and Conversion Powers to any Covered Liability.

Article II

iNITIAL ISSUANCE; INCREASES AND DECREASES OF PRINCIPAL AMOUNT OF SERIES 2020-1 NOTES

Section 2.1.       Initial Purchase; Additional Series 2020-1 Notes.

(a)           Initial Purchase. On the terms and conditions set forth in this Series 2020-1 Supplement, HVIF will issue and will cause the Trustee to authenticate the initial Class A Notes and the initial Class B Notes on or after the Effective Date.

(b)           Effective Date Series 2020-1 Notes.

(i)                 Class A Notes. On the terms and conditions set forth in this Series 2020-1 Supplement, HVIF shall issue, and shall cause the Trustee to authenticate, a Class A Note on the Effective Date with respect to each Class A Noteholder. Each such Class A Note for each such Class A Noteholder shall:

A.                 bear a face amount as of the Effective Date of up to the Class A Maximum Noteholder Principal Amount with respect to such Class A Noteholder,

B.                  be dated the Effective Date,

C.                 be registered in the name of the respective Class A Noteholder or its nominee, or in such other name as the respective Class A Noteholder may request in writing,

D.                 be duly authenticated in accordance with the provisions of the Base Indenture and this Series 2020-1 Supplement, and

E.                 be delivered to or at the written direction of the respective Class A Noteholder no later than the initial funding of the Class A Notes by such Class A Noteholder.

(ii)                Class B Notes. On the terms and conditions set forth in this Series 2020-1 Supplement, HVIF shall issue, and shall cause the Trustee to authenticate, a Class B Note on the Effective Date with respect to each Class B Noteholder. Each such Class B Note for each such Class B Noteholder shall:

A.                 bear a face amount as of the Effective Date of up to the Class B Maximum Noteholder Principal Amount with respect to such Class B Noteholder,

B.                  be dated the Effective Date,

C.                 be registered in the name of the respective Class B Noteholder or its nominee, or in such other name as the respective Class B Noteholder may request in writing,

D.                 be duly authenticated in accordance with the provisions of the Base Indenture and this Series 2020-1 Supplement, and

E.                 be delivered to or at the written direction of the respective Class B Noteholder no later than the initial funding of the Class B Notes by such Class B Noteholder.

(c)           Initial Advance. On or prior to the initial Advance hereunder, HVIF shall pay the fees and expenses of counsel to the Controlling Party and the initial Series 2020-1 Noteholders as described in the Commitment Letter and one (1) counsel to the Trustee.

Section 2.2.       Advances.

(a)           Class A Advances.

(i)                 Class A Advance Requests. Subject to the terms of this Series 2020-1 Supplement, including satisfaction of the Class A Funding Conditions, the aggregate outstanding principal amount of the Class A Notes may be increased from time to time. On any Business Day during the Series 2020-1 Draw Period, HVIF, subject to this Section 2.2(a), may increase the Class A Principal Amount (such increase is referred to as a “Class A Advance”), which increase shall be allocated among the Class A Noteholders in accordance with Section 2.2(a)(iii); provided that (x) each Class A Advance shall be an amount equal to or greater than $5,000,000 and (y) no more than one (1) Class A Advance shall be permitted in any one (1) calendar week. Whenever HVIF wishes the Class A Noteholders to make a Class A Advance, HVIF shall notify the Administrative Agent, the Trustee and the Class A Noteholders by providing written notice delivered to the Administrative Agent, the Trustee and the Class A Noteholders no later than 11:30 a.m. (New York City time) on the seventh (7^th) Business Day prior to the proposed Class A Advance. Each such notice shall be irrevocable and shall in each case refer to this Series 2020-1 Supplement and specify the aggregate amount of the requested Class A Advance to be made on such date; provided, however, if HVIF receives a Class A Delayed Funding Notice in accordance with Section 2.2(a)(iv) by 6:00 p.m. (New York time) on the second (2nd) Business Day prior to the date of any proposed Class A Advance, HVIF shall have the right to revoke the Class A/B Advance Request with respect to the requested Class A Advance by providing the Administrative Agent and each Class A Noteholder (with a copy to the Trustee) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. (New York time) on the Business Day prior to the proposed date of such Class A Advance.

(ii)                Party Obligated to Fund Class A Advances. Upon HVIF’s request in accordance with Section 2.2(a)(i) upon satisfaction of the Class A Funding Conditions, each Class A Noteholder shall fund Class A Advances (whether as a Class A Non-Delayed Amount or a Class A Delayed Amount) from time to time in accordance with Section 2.2(a)(v) below.

(iii)               Class A Advance Allocations. HVIF shall allocate the proposed Class A Advance among the Class A Noteholders ratably by their respective Class A Noteholder Percentages.

(iv)               Class A Delayed Funding Procedures.

A.                 A Class A Delayed Funding Purchaser, upon receipt of any notice of a Class A Advance pursuant to Section 2.2(a)(i), promptly (but in no event later than 6:00 p.m. (New York time) on the second (2nd) Business Day prior to the proposed date of such Class A Advance) may notify HVIF in writing (a “Class A Delayed Funding Notice”) of its election to designate such Class A Advance as a delayed Class A Advance (such Class A Advance, a “Class A Designated Delayed Advance”). If such Class A Delayed Funding Purchaser’s ratable portion of such Class A Advance exceeds its Class A Required Non-Delayed Amount (such excess amount, the “Class A Permitted Delayed Amount”), then the Class A Delayed Funding Purchaser also shall include in the Class A Delayed Funding Notice the portion of such Class A Advance (such amount as specified in the Class A Delayed Funding Notice, not to exceed such Class A Delayed Funding Purchaser’s Class A Permitted Delayed Amount, the “Class A Delayed Amount”) that the Class A Delayed Funding Purchaser has elected to fund on a Business Day that is on or prior to the thirty-fifth (35th) day following the proposed date of such Class A Advance (such date as specified in the Class A Delayed Funding Notice, the “Class A Delayed Funding Date”) rather than on the date for such Class A Advance specified in the related Class A/B Advance Request.

B.                  If (A) one or more Class A Delayed Funding Purchasers provide a Class A Delayed Funding Notice to HVIF specifying a Class A Delayed Amount in respect of any Class A Advance and (B) HVIF shall not have revoked the notice of the Class A Advance by 10:00 a.m. (New York time) on the Business Day preceding the proposed date of such Class A Advance, then HVIF, by no later than 11:30 a.m. (New York time) on the Business Day preceding the date of such proposed Class A Advance, may (but shall have no obligation to) direct each Class A Available Delayed Amount Noteholder to fund an additional portion of such Class A Advance on the proposed date of such Class A Advance equal to such Class A Available Delayed Amount Noteholder’s proportionate share (based upon the relative Class A Noteholder Percentage of such Class A Available Delayed Amount Noteholders) of the aggregate Class A Delayed Amount with respect to the proposed Class A Advance; provided that, (i) no Class A Available Delayed Amount Noteholder shall be required to fund any portion of its proportionate share of such aggregate Class A Delayed Amount that would cause its Class A Noteholder Principal Amount to exceed its Class A Maximum Noteholder Principal Amount and (ii) any Designated Series 2020-1 Noteholder, if any, designated by such Class A Available Delayed Amount Noteholder may, in its sole discretion, agree to fund such proportionate share of such aggregate Class A Delayed Amount.

C.                 Upon receipt of any notice of a Class A Delayed Amount in respect of a Class A Advance pursuant to Section 2.2(a)(iv)(B), a Class A Available Delayed Amount Noteholder, promptly (but in no event later than 6:00 p.m. (New York time) on the Business Day prior to the proposed date of such Class A Advance) may notify HVIF in writing (a “Class A Second Delayed Funding Notice”) of its election to decline to fund a portion of its proportionate share of such Class A Delayed Amount (such portion, the “Class A Second Delayed Funding Notice Amount”); provided that, the Class A Second Delayed Funding Notice Amount shall not exceed the excess, if any, of (A) such Class A Available Delayed Amount Noteholder’s proportionate share of such Class A Delayed Amount over (B) such Class A Available Delayed Amount Noteholder’s Class A Required Non-Delayed Amount (after giving effect to the funding of any amount in respect of such Class A Advance to be made by such Class A Available Delayed Amount Noteholder) (such excess amount, the “Class A Second Permitted Delayed Amount”), and upon any such election, such Class A Available Delayed Amount Noteholder shall include in the Class A Second Delayed Funding Notice the Class A Second Delayed Funding Notice Amount.

(v)                Funding Class A Advances.

A.                 Subject to the other conditions set forth in this Section 2.2(a), on the date of each Class A Advance, each Class A Noteholder(s) funding such Class A Advance shall make available to HVIF its portion of the amount of such Class A Advance (other than any Class A Delayed Amount) by wire transfer in Dollars in same day funds to the Series 2020-1 Principal Collection Account no later than 2:00 p.m. (New York City time) on the date of such Class A Advance. Proceeds from any Class A Advance shall be deposited into the Series 2020-1 Principal Collection Account.

B.                 A Class A Delayed Funding Purchaser that delivered a Class A Delayed Funding Notice in respect of a Class A Delayed Amount shall be obligated to fund such Class A Delayed Amount on the related Class A Delayed Funding Date in the manner set forth in the next succeeding sentence, irrespective of whether (x) the Series 2020-1 Commitment Termination Date shall have occurred on or prior to such Class A Delayed Funding Date or (y) HVIF would be able to satisfy the Class A Funding Conditions on such Class A Delayed Funding Date. Such Class A Delayed Funding Purchaser shall (i) pay the sum of the Class A Second Delayed Funding Notice Amount related to such Class A Delayed Amount, if any, to HVIF no later than 2:00 p.m. (New York time) on the related Class A Delayed Funding Date by wire transfer in U.S. dollars in same day funds to the Series 2020-1 Principal Collection Account, and (ii) pay the Class A Delayed Funding Reimbursement Amount related to such Class A Delayed Amount, if any, on such related Class A Delayed Funding Date to each applicable Class A Noteholder in immediately available funds for the ratable benefit of the related Class A Available Delayed Amount Purchasers that funded the Class A Delayed Amount on the date of the Advance related to such Class A Delayed Amount in accordance with Section 2.2(a)(iv)(B), based on the relative amount of such Class A Delayed Amount funded by such Class A Available Delayed Amount Purchaser on the date of such Class A Advance pursuant to Section 2.2(a)(iv)(B).

(b)           Class B Advances.

(i)                 Class B Advance Requests. Subject to the terms of this Series 2020-1 Supplement, including satisfaction of the Class B Funding Conditions, the aggregate outstanding principal amount of the Class B Notes may be increased from time to time. On any Business Day during the Series 2020-1 Draw Period, HVIF, subject to this Section 2.2(b), may increase the Class B Principal Amount (such increase is referred to as a “Class B Advance”), which increase shall be allocated among the Class B Noteholders in accordance with Section 2.2(b)(iii); provided that no more than one (1) Class B Advance shall be permitted in any one (1) calendar week. Whenever HVIF wishes the Class B Noteholders to make a Class B Advance, HVIF shall notify the Administrative Agent, the Trustee and each Class B Noteholder by providing written notice delivered to the Administrative Agent, the Trustee and such Class B Noteholders no later than 11:30 a.m. (New York City time) on the seventh (7^th) Business Day prior to the proposed Class B Advance. Each such notice shall be irrevocable and shall in each case refer to this Series 2020-1 Supplement and specify the aggregate amount of the requested Class B Advance to be made on such date; provided, however, if HVIF receives a Class B Delayed Funding Notice in accordance with Section 2.2(b)(iv) by 6:00 p.m. (New York time) on the second (2nd) Business Day prior to the date of any proposed Class B Advance, HVIF shall have the right to revoke the Class A/B Advance Request with respect to the requested Class B Advance by providing the Administrative Agent and each Class B Noteholder (with a copy to the Trustee) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. (New York time) on the Business Day prior to the proposed date of such Class B Advance.

(ii)                Party Obligated to Fund Class B Advances. Upon HVIF’s request in accordance with Section 2.2(b)(i), upon satisfaction of the Class B Funding Conditions, each Class B Noteholder shall fund Class B Advances (whether as a Class B Non-Delayed Amount or a Class B Delayed Amount) from time to time in accordance with Section 2.2(b)(v) below.

(iii)               Class B Advance Allocations. HVIF shall allocate the proposed Class B Advance among the Class B Noteholders ratably by their respective Class B Noteholder Percentages.

(iv)               Class B Delayed Funding Procedures.

A.                 A Class B Delayed Funding Purchaser, upon receipt of any notice of a Class B Advance pursuant to Section 2.2(b)(i), promptly (but in no event later than 6:00 p.m. (New York time) on the second (2nd) Business Day prior to the proposed date of such Class B Advance) may notify HVIF in writing (a “Class B Delayed Funding Notice”) of its election to designate such Class B Advance as a delayed Class B Advance (such Class B Advance, a “Class B Designated Delayed Advance”). If such Class B Delayed Funding Purchaser’s ratable portion of such Class B Advance exceeds its Class B Required Non-Delayed Amount (such excess amount, the “Class B Permitted Delayed Amount”), then the Class B Delayed Funding Purchaser also shall include in the Class B Delayed Funding Notice the portion of such Class B Advance (such amount as specified in the Class B Delayed Funding Notice, not to exceed such Class B Delayed Funding Purchaser’s Class B Permitted Delayed Amount, the “Class B Delayed Amount”) that the Class B Delayed Funding Purchaser has elected to fund on a Business Day that is on or prior to the thirty-fifth (35th) day following the proposed date of such Class B Advance (such date as specified in the Class B Delayed Funding Notice, the “Class B Delayed Funding Date”) rather than on the date for such Class B Advance specified in the related Class A/B Advance Request.

B.                  If (A) one or more Class B Delayed Funding Purchasers provide a Class B Delayed Funding Notice to HVIF specifying a Class B Delayed Amount in respect of any Class B Advance and (B) HVIF shall not have revoked the notice of the Class B Advance by 10:00 a.m. (New York time) on the Business Day preceding the proposed date of such Class B Advance, then HVIF, by no later than 11:30 a.m. (New York time) on the Business Day preceding the date of such proposed Class B Advance, may (but shall have no obligation to) direct each Class B Available Delayed Amount Noteholder to fund an additional portion of such Class B Advance on the proposed date of such Class B Advance equal to such Class B Available Delayed Amount Noteholder’s proportionate share (based upon the relative Class B Noteholder Percentage of such Class B Available Delayed Amount Noteholders) of the aggregate Class B Delayed Amount with respect to the proposed Class B Advance; provided that, (i) no Class B Available Delayed Amount Noteholder shall be required to fund any portion of its proportionate share of such aggregate Class B Delayed Amount that would cause its Class B Noteholder Principal Amount to exceed its Class B Maximum Noteholder Principal Amount and (ii) any Designated Series 2020-1 Noteholder, if any, designated by such Class B Available Delayed Amount Noteholder may, in its sole discretion, agree to fund such proportionate share of such aggregate Class B Delayed Amount.

C.                 Upon receipt of any notice of a Class B Delayed Amount in respect of a Class B Advance pursuant to Section 2.2(b)(iv)(B), a Class B Available Delayed Amount Noteholder, promptly (but in no event later than 6:00 p.m. (New York time) on the Business Day prior to the proposed date of such Class B Advance) may notify HVIF in writing (a “Class B Second Delayed Funding Notice”) of its election to decline to fund a portion of its proportionate share of such Class B Delayed Amount (such portion, the “Class B Second Delayed Funding Notice Amount”); provided that, the Class B Second Delayed Funding Notice Amount shall not exceed the excess, if any, of (A) such Class B Available Delayed Amount Noteholder’s proportionate share of such Class B Delayed Amount over (B) such Class B Available Delayed Amount Noteholder’s Class B Required Non-Delayed Amount (after giving effect to the funding of any amount in respect of such Class B Advance to be made by such Class B Available Delayed Amount Noteholder) (such excess amount, the “Class B Second Permitted Delayed Amount”), and upon any such election, such Class B Available Delayed Amount Noteholder shall include in the Class B Second Delayed Funding Notice the Class B Second Delayed Funding Notice Amount.

(v)                Funding Class B Advances.

A.                 Subject to the other conditions set forth in this Section 2.2(b), on the date of each Class B Advance, each Class B Noteholder funding such Class B Advance shall make available to HVIF its portion of the amount of such Class B Advance (other than any Class B Delayed Amount) by wire transfer in Dollars in same day funds to the Series 2020-1 Principal Collection Account no later than 2:00 p.m. (New York City time) on the date of such Class B Advance. Proceeds from any Class B Advance shall be deposited into the Series 2020-1 Principal Collection Account.

B.                  A Class B Delayed Funding Purchaser that delivered a Class B Delayed Funding Notice in respect of a Class B Delayed Amount shall be obligated to fund such Class B Delayed Amount on the related Class B Delayed Funding Date in the manner set forth in the next succeeding sentence, irrespective of whether (x) the Series 2020-1 Commitment Termination Date shall have occurred on or prior to such Class B Delayed Funding Date or (y) HVIF would be able to satisfy the Class B Funding Conditions on such Class B Delayed Funding Date. Such Class B Delayed Funding Purchaser shall (i) pay the sum of the Class B Second Delayed Funding Notice Amount related to such Class B Delayed Amount, if any, to HVIF no later than 2:00 p.m. (New York time) on the related Class B Delayed Funding Date by wire transfer in U.S. dollars in same day funds to the Series 2020-1 Principal Collection Account, and (ii) pay the Class B Delayed Funding Reimbursement Amount related to such Class B Delayed Amount, if any, on such related Class B Delayed Funding Date to each applicable Class B Noteholder in immediately available funds for the ratable benefit of the related Class B Available Delayed Amount Purchasers that funded the Class B Delayed Amount on the date of the Advance related to such Class B Delayed Amount in accordance with Section 2.2(b)(iv)(B), based on the relative amount of such Class B Delayed Amount funded by such Class B Available Delayed Amount Purchaser on the date of such Class B Advance pursuant to Section 2.2(b)(iv)(B).

(c)           Advances Pro Rata. Each Class A Advance pursuant to Section 2.2(a) and Class B Advance pursuant to Section 2.2(b) may only be made if simultaneously HVIF effects a pro rata increase in each of the Class A Principal Amount and Class B Principal Amount.

(d)           Designated Series 2020-1 Noteholders.

(i)                 For any Series 2020-1 Noteholder which is a Designating Series 2020-1 Noteholder, any Class A Advance or Class B Advance to be made by such Series 2020-1 Noteholder may from time to time be made by its Designated Series 2020-1 Noteholder in such Designated Series 2020-1 Noteholder’s sole discretion, and nothing herein shall constitute a commitment to make Class A Advances or Class B Advances, as applicable, by such Designated Series 2020-1 Noteholder; provided that if any Designated Series 2020-1 Noteholder elects not to, or fails to, make any such Class A Advance or Class B Advance, as applicable, its Designating Series 2020-1 Noteholder hereby agrees that it shall make such Class A Advance or Class B Advance, as applicable, pursuant to the terms hereof. Any Class A Advance or Class B Advance actually funded by a Designated Series 2020-1 Noteholder shall constitute a utilization of the Class A Maximum Noteholder Principal Amount or Class B Maximum Noteholder Principal Amount, as applicable, of the Designating Series 2020-1 Noteholder for all purposes hereunder.

(ii)                Any Series 2020-1 Noteholder may at any time designate not more than one Designated Series 2020-1 Noteholder to fund Class A Advances or Class B Advances, as applicable, on behalf of such Series 2020-1 Noteholder subject to the terms of this Section 2.2(d)(ii). No Series 2020-1 Noteholder may have more than one Designated Series 2020-1 Noteholder at any time. Such designation may occur by execution by such parties of a Designation Agreement, delivered to the Administrative Agent and the Issuer for their acceptance. Upon receipt of an appropriately completed Designation Agreement executed by a Designating Series 2020-1 Noteholder and a designee representing that it is a Designated Series 2020-1 Noteholder and consented to by the Issuer, the Administrative Agent will accept such Designation Agreement and will give prompt notice thereof to the Issuer and the other Series 2020-1 Noteholders, whereupon, (i) the Issuer shall execute and deliver to the Designating Series 2020-1 Noteholder a Designated Series 2020-1 Note payable to the order of the Designated Series 2020-1 Noteholder, (ii) from and after the effective date specified in the Designation Agreement, the Designated Series 2020-1 Noteholder shall become a party to this Series 2020-1 Supplement with a right to make Class A Advances or Class B Advances, as applicable, on behalf of its Designating Series 2020-1 Noteholder pursuant to Section 2.2(a) or (b), and (iii) the Designated Series 2020-1 Noteholder shall not be required to make payments with respect to any obligations in this Series 2020-1 Supplement except to the extent of excess cash flow of such Designated Series 2020-1 Noteholder which is not otherwise required to repay obligations of such Designated Series 2020-1 Noteholder which are then due and payable, provided, however, that regardless of such designation and assumption by the Designated Series 2020-1 Noteholder, the Designating Series 2020-1 Noteholder shall be and remain obligated to the Issuer, the Administrative Agent and the Series 2020-1 Noteholders for each and every of the obligations of the Designating Series 2020-1 Noteholder and its related Designated Series 2020-1 Noteholder with respect to this Series 2020-1 Supplement and any sums otherwise payable to the Issuer by the Designated Series 2020-1 Noteholder. Each Designating Series 2020-1 Noteholder, or a specified branch or affiliate thereof, shall serve as the administrative agent of its Designated Series 2020-1 Noteholder and shall on behalf of its Designated Series 2020-1 Noteholder: (i) receive any and all payments made for the benefit of such Designated Series 2020-1 Noteholder and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Series 2020-1 Supplement and the other Related Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be signed by a Designating Series 2020-1 Noteholder, or specified branch or affiliate thereof, as administrative agent for its Designated Series 2020-1 Noteholder and need not be signed by such Designated Series 2020-1 Noteholder on its own behalf. The Issuer, the Administrative Agent, the Controlling Party and the Series 2020-1 Noteholders may rely thereon without any requirement that the Designated Series 2020-1 Noteholder sign or acknowledge the same. No Designated Series 2020-1 Noteholder may assign or transfer all or any portion of its interest hereunder or under any other Related Document, other than via an assignment to its Designating Series 2020-1 Noteholder or otherwise in accordance with the provisions of this Section 2.2.

(e)           Breakage. If any Class A Advance or Class B Advance is rejected or canceled by the Issuer after a request has been made to the Series 2020-1 Noteholders, the Issuer shall reimburse each such Series 2020-1 Noteholder on the next succeeding Payment Date for any associated Breakage Costs payable as a result of such request for such Class A Advance or Class B Advance.

(f)            Administrative Issues. Notwithstanding anything to the contrary herein:

(i)                 To the extent the information regarding the amounts to be funded by the applicable Class A Noteholder or Class B Noteholder of any proposed Class A Advance or Class B Advance in the Class A/B Advance Request is no longer accurate, not later than 2:00 p.m. on the Business Day prior to the date of any proposed Class A Advance or Class B Advance, HVIF shall provide a written report to the Trustee specifying each Series 2020-1 Noteholder who will be funding such Advance, and the amount such Series 2020-1 Noteholder is due to pay; and

(ii)                The date of any proposed Class A Advance or Class B Advance shall not be on a Payment Date or any of the three (3) Business Days immediately preceding a Payment Date.

Section 2.3.        Legal Final Payment Date. The Series 2020-1 Principal Amount shall be due and payable on the Legal Final Payment Date.

Section 2.4.       Procedure for Decreasing the Principal Amount.

(a)           Principal Decreases. Subject to the terms of this Series 2020-1 Supplement, the aggregate principal amount of the Series 2020-1 Notes may be decreased only as provided in this Section 2.4. Once any amount is prepaid on the Series 2020-1 Notes, the Maximum Principal Amount shall be reduced by any amount prepaid and such amount may not be reborrowed.

(b)           Mandatory Decrease.

(i)                 Obligation to Decrease the Series 2020-1 Notes.

A.                 Excess Principal Event. If any Excess Principal Event shall have occurred and be continuing, then, within five (5) Business Days following HVIF’s discovery of such Excess Principal Event, HVIF shall withdraw from the Series 2020-1 Principal Collection Account an amount equal to the lesser of (x) the amount then on deposit in such account and available for distribution to effect a reduction in the Principal Amount pursuant to Section 5.2(c), and (y) the amount necessary so that no such Excess Principal Event shall exist, and distribute the lesser of such (x) and (y) to the Series 2020-1 Noteholders in respect of principal of the Series 2020-1 Notes to make a reduction in the Principal Amount in accordance with Section 5.2(c).

B.                  Disposition of HVIF Vehicles. Within two (2) Business Days’ of HVIF’s receipt of Required Disposition Proceeds, HVIF shall withdraw from the Series 2020-1 Principal Collection Account an amount equal to net proceeds of such sale or other disposition and distribute such amount to the Series 2020-1 Noteholders in respect of principal of the Series 2020-1 Notes to make a reduction in the Principal Amount pursuant to, and in accordance with, Section 5.2(c). HVIF shall only withdraw Excluded Disposition Proceeds from the Series 2020-1 Principal Collection Account in amounts required to acquire new HVIF Vehicles as directed by the HVIF Administrator.

(ii)                Notice of Mandatory Decrease. Upon discovery of any Excess Principal Event, HVIF, within two (2) Business Days of such discovery, shall deliver written notice of any related Mandatory Decreases, any related Mandatory Decrease Amount and the date of any such Mandatory Decrease to the Trustee and each Series 2020-1 Noteholder.

(c)           Voluntary Decrease.

(i)                 Procedures for a Voluntary Decrease. Subject to payment of any Prepayment Premium described below, on any Business Day, upon at least seven (7) Business Days’ prior notice to each Series 2020-1 Noteholder and the Trustee, HVIF may decrease the Principal Amount in whole or in part (each such reduction of the Principal Amount pursuant to this Section 2.4(c)(i), a “Voluntary Decrease” and the date of any such reduction, a “Voluntary Decrease Date”) by withdrawing from the Series 2020-1 Principal Collection Account an amount up to the sum of all amounts then on deposit in such account and available for distribution to effect a Voluntary Decrease pursuant to Section 5.2, and distributing the amount of such withdrawal (such amount, the “Voluntary Decrease Amount”) to the Series 2020-1 Noteholders as specified in Section 5.2. Each such notice shall set forth the Voluntary Decrease Date, the related Voluntary Decrease Amount.

(d)           Voluntary Prepayment Premium. Unless the Right of First Refusal Condition is satisfied, in connection with any Voluntary Decrease, HVIF shall be required to pay the Prepayment Premium simultaneously with the payment of such Voluntary Decrease Amount.

(e)           Breakage. If any Mandatory Decrease or Voluntary Decrease is not made by the Issuer after notice of such Mandatory Decrease or Voluntary Decrease has been made to the Series 2020-1 Noteholders, the Issuer shall reimburse each such Series 2020-1 Noteholder on the next succeeding Payment Date for any associated Breakage Costs payable as a result of such notice of Mandatory Decrease or Voluntary Decrease.

Section 2.5.       Reduction of Maximum Principal Amount.

(a)           Reduction Conditions. HVIF, upon seven (7) Business Days’ notice to the Administrative Agent and each Series 2020-1 Noteholder, may effect a permanent reduction of the Maximum Principal Amount; provided that, any such reduction (i) will be limited to the undrawn portion of the Maximum Principal Amount, (ii) must be in a minimum amount of $10,000,000, (iii) shall be made ratably among the Series 2020-1 Noteholders on the basis of their respective Maximum Principal Amounts and (iv) must be accompanied by the Commitment Reduction Fee; provided, further, that solely for the purposes of this Section 2.5(a), such undrawn portion of the Maximum Principal Amount shall not include any then unfunded Class A Delayed Amounts relating to any Class A Advance or Class B Delayed Amounts relating to any Class B Advance, in each case, the notice with respect to which HVIF shall not have revoked as of the date of such reduction.

(b)           Schedules II and III Revisions. No later than one (1) Business Day following any reduction of the Maximum Principal Amount becoming effective, the Administrative Agent shall revise Schedule II to reflect such reduction, which revision, for the avoidance of doubt, shall not require the consent of the Trustee or any Series 2020-1 Noteholder.

Section 2.6.                 Commitment Terms and Extensions of Commitments.

(a)           Term. The “Term” of the commitments hereunder shall be for a period commencing on the date hereof and ending on the Series 2020-1 Commitment Termination Date.

(b)           Term Extension. Not later than two (2) Business Days prior to the Series 2020-1 Commitment Termination Date, HVIF and each Series 2020-1 Noteholder may agree in writing to an extension of the Series 2020-1 Commitment Termination Date by six months (such period, the “Extension Length”).

(c)           Procedures for Extension Consents. Upon an extension described in clause (b) above, then the Series 2020-1 Commitment Termination Date for each such Series 2020-1 Noteholder then in effect shall be extended to the date that is the last day of the Extension Length (which shall begin running on the day after the then-current Series 2020-1 Commitment Termination Date).

Section 2.7.                 Calculations; Timing and Method of Payment.

(a)           Calculations. On or before the fourth (4th) Business Day prior to each Payment Date (or such time thereafter as the Administrative Agent may agree), HVIF shall furnish a copy of the Payment Date Directions to the Administrative Agent for purposes of confirming the Class A Monthly Interest Amount and the Class B Monthly Interest Amount due to each Series 2020-1 Noteholder. The Administrative Agent shall notify HVIF and the HVIF Administrator at least one (1) Business Day before the Payment Date if the Administrative Agent disagrees with HVIF’s calculation of the Class A Monthly Interest Amount and the Class B Monthly Interest Amount due to each Series 2020-1 Noteholder.

(b)           Timing and Method of Payment. All amounts payable to any Series 2020-1 Noteholder shall be made pursuant to Section 5.8.

Article III

INTEREST, FEES AND COSTS

Section 3.1.       Interest and Interest Rates.

(a)           Interest Rate.

(i)                 Class A Note Rate. Each related Class A Advance funded or maintained by a Class A Noteholder during the related Series 2020-1 Interest Period shall bear interest at 3.00% (the “Class A Note Rate”).

(ii)                Class B Base Note Rate. Each related Class B Advance funded or maintained by a Class B Noteholder during the related Series 2020-1 Interest Period shall bear interest at a base rate of 3.75% (the “Class B Base Note Rate”). With respect to each Series 2020-1 Interest Period, the Class B Supplemental Interest Amount shall also be payable with respect to each Class B Note.

(b)           Payment of Interest.

(i)                 Accrual and Payment. Interest shall accrue for each Series 2020-1 Interest Period on the Series 2020-1 Notes from the date of the initial Advance hereunder using a fixed rate note convention of 12 months of 30 days. On each Payment Date, the Class A Monthly Interest Amount, the Class A Monthly Default Interest Amount, the Class B Monthly Interest Amount and the Class B Monthly Default Interest Amount, in each case, with respect to such Payment Date, shall be due and payable on such Payment Date in accordance with the provisions hereof.

(ii)                 Deficiencies. If the amounts described in Section 5.3 are insufficient to pay the Class A Monthly Interest Amount or the Class A Monthly Default Interest Amount for any Payment Date, payments of such Class A Monthly Interest Amount or Class A Monthly Default Interest Amount, as applicable and in each case, to the Class A Noteholders will be reduced on a pro rata basis (determined on the basis of the portion of such Class A Monthly Interest Amount or Class A Monthly Default Interest Amount, as applicable and in each case, payable to each such Class A Noteholder) by the amount of such insufficiency (the aggregate amount, if any, of such insufficiency on any Payment Date, the “Class A Deficiency Amount”), and interest shall accrue on any such Class A Deficiency Amount at the Series 2020-1 Note Rate. If the amounts described in Section 5.3 are insufficient to pay the Class B Monthly Interest Amount or the Class B Monthly Default Interest Amount for any Payment Date, payments of such Class B Monthly Interest Amount or Class B Monthly Default Interest Amount, as applicable and in each case, to the Class B Noteholders will be reduced on a pro rata basis (determined on the basis of the portion of such Class B Monthly Interest Amount or Class B Monthly Default Interest Amount, as applicable and in each case, payable to each such Class B Noteholder) by the amount of such insufficiency (the aggregate amount, if any, of such insufficiency on any Payment Date, the “Class B Deficiency Amount”), and interest shall accrue on any such Class B Deficiency Amount at the Series 2020-1 Note Rate.

Section 3.2.           Up-Front Fees. On the Effective Date, HVIF shall pay the Class A Up-Front Fee and the Class B Up-Front Fee to each applicable Series 2020-1 Noteholder.

Section 3.3.           Undrawn Fees. HVIF shall pay the Class A Undrawn Fee and the Class B Undrawn Fee to each applicable Series 2020-1 Noteholder in connection with the Class A Monthly Interest Amount and the Class B Monthly Interest Amount, respectively.

Section 3.4.           Fee Discount. In connection with any Rental Car Financing, if the ROFR Option 1 Condition is satisfied, the applicable Apollo Entity shall discount any up-front fees or structuring fees payable to such Apollo Entity in connection with such Rental Car Financing by an amount equal to 0.3125% of the amount of any such up-front fees or structuring fees so payable to such Apollo Entity (which fees shall be at the prevailing market rate for similar Rental Car Financing).

Section 3.5.           Increased Capital Costs. If any Change in Law affects or would affect the amount of capital required or reasonably expected to be maintained by any Affected Person or any Person controlling such Affected Person and such Affected Person reasonably determines that the rate of return on its or such controlling Person’s capital as a consequence of its commitment or the Class A Advances or Class B Advances, as the case may be, made by such Affected Person hereunder is reduced to a level below that which such Affected Person or such controlling Person would have achieved but for the occurrence of any such Change in Law, then, in any such case after notice from time to time by such Affected Person to any related Designated Series 2020-1 Noteholder and HVIF, HVIF shall pay to such Designated Series 2020-1 Noteholder and such Designated Series 2020-1 Noteholder shall pay to such Affected Person an incremental commitment fee, payable on each Payment Date, sufficient to compensate such Affected Person or such controlling Person for such reduction in rate of return to the extent that the increased costs for which such Affected Person is being compensated are allocable to the existence of such Affected Person’s Class A Advances or Class B Advances, as applicable, or Class A Commitment or Class B Commitment, as applicable, hereunder. A statement of such Affected Person as to any such additional amount or amounts (including calculations thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on HVIF; provided that, the initial payment of such increased commitment fee shall include a payment for accrued amounts due under this Section 3.5 prior to such initial payment.

Section 3.6.           Taxes.

(a)           All payments by HVIF of principal of, and interest on, the Class A Advances and the Class B Advances and all other amounts payable hereunder (including fees) shall be made free and clear of and without deduction for any present or future income, excise, documentary, property, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding in the case of any Affected Person (x) net income, franchise or similar taxes (including branch profits taxes or alternative minimum tax) imposed or levied on the Affected Person as a result of a present or former connection between the Affected Person and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising from such Affected Person having executed, delivered or performed its obligations or received a payment under, or enforced by, this Series 2020-1 Supplement), (y) with respect to any Affected Person organized under the laws of the jurisdiction other than the United States (“Foreign Affected Person”), any withholding tax that is imposed on amounts payable to the Foreign Affected Person at the time the Foreign Affected Person becomes a party to (or acquires a participation in) this Series 2020-1 Supplement (or designates a new lending office), except to the extent that such Foreign Affected Person (or its assignor, if any) was already entitled, at the time of the designation of the new lending office (or assignment), to receive additional amounts from HVIF with respect to withholding tax and (z) United States federal withholding taxes that would not have been imposed but for a failure by an Affected Person (or any financial institution through which any payment is made to such Affected Person) to comply with the requirements of current Sections 1471-1474 of the Code, any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement or treaty among Governmental Authorities and published administrative guidance, in each case implementing such Sections of the Code (such non-excluded items being called “Taxes”).

(b)           Moreover, if any Taxes are directly asserted against any Affected Person with respect to any payment received by such Affected Person or its agent from HVIF, such Affected Person or its agent may pay such Taxes and HVIF will promptly upon receipt of written notice stating the amount of such Taxes pay such additional amounts (including any penalties, interest or expenses) as is necessary in order that the net amount received by such person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such person would have received had no such Taxes been asserted.

(c)           Each Foreign Affected Person shall execute and deliver to HVIF, prior to the initial due date of any payments hereunder and to the extent permissible under then current law, and on or about the first scheduled payment date in each calendar year thereafter, one or more (as HVIF may reasonably request) United States Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI or Forms W-9, or successor applicable forms, or such other forms or documents (or successor forms or documents), appropriately completed, as may be applicable to establish the extent, if any, to which a payment to such Affected Person is exempt from withholding or deduction of Taxes. HVIF shall not, however, be required to pay any increased amount under this Section 3.6 to any Affected Person that is organized under the laws of a jurisdiction other than the United States if such Affected Person fails to comply with the requirements set forth in this paragraph.

(d)           If the Affected Person determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.6, it shall pay over such refund to HVIF (but only to the extent of amounts paid under this Section 3.6 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Affected Person and without interest (other than any interest paid by the relevant governmental authority with respect to such refund), provided that HVIF, upon the request of the Affected Person, agrees to repay the amount paid over to HVIF (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Affected Person in the event the Affected Person is required to repay such refund to such governmental authority. This Section 3.6 shall not be construed to require the Affected Person to make available its tax returns (or any other information relating to its taxes that it deems confidential) to HVIF or any other Person.

Section 3.7.           Series 2020-1 Carrying Charges; Survival. Any amounts payable by HVIF under the Specified Cost Sections shall constitute Series 2020-1 Carrying Charges. The agreements in the Specified Cost Sections and Section 3.8 shall survive the termination of this Series 2020-1 Supplement and the HVIF Base Indenture and the payment of all amounts payable hereunder and thereunder.

Section 3.8.           Minimizing Costs and Expenses and Equivalent Treatment.

(a)           Each Affected Person shall be deemed to have agreed that it shall, as promptly as practicable after it becomes aware of any circumstance referred to in any Specified Cost Section, use commercially reasonable efforts (to the extent not inconsistent with its internal policies of general application) to minimize the costs, expenses, taxes or other liabilities incurred by it and payable to it by HVIF pursuant to such Specified Cost Section.

(b)           In determining any amounts payable to it by HVIF pursuant to any Specified Cost Section, each Affected Person shall treat HVIF the same as or better than all similarly situated Persons (as determined by such Affected Person in its reasonable discretion) and such Affected Person may use any method of averaging and attribution that it (in its reasonable discretion) shall deem applicable so long as it applies such method to other similar transactions, such that HVIF is treated the same as, or better than, all such other similarly situated Persons with respect to such other similar transactions.

Section 3.9.           Timing Threshold for Specified Cost Section. Notwithstanding anything in this Series 2020-1 Supplement to the contrary, HVIF shall not be under any obligation to compensate any Affected Person pursuant to any Specified Cost Section in respect of any amount otherwise owing pursuant to any Specified Cost Section that arose during any period prior to the date that is 180 days prior to such Affected Person’s obtaining knowledge thereof, except that the foregoing limitation shall not apply to any increased costs arising out of the retroactive application of any Change in Law within such 180-day period. If, after the payment of any amounts by HVIF pursuant to any Specified Cost Section, any applicable law, rule or regulation in respect of which a payment was made is thereafter determined to be invalid or inapplicable to such Affected Person, then such Affected Person, within sixty (60) days after such determination, shall repay any amounts paid to it by HVIF hereunder in respect of such Change in Law.

Article IV

SERIES-SPECIFIC COLLATERAL

Section 4.1.          Granting Clause. In order to secure and provide for the repayment and payment of the HVIF Note Obligations with respect to the Series 2020-1 Notes, HVIF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2020-1 Noteholders, all of HVIF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):

(a)           each Series 2020-1 Account, including any security entitlement with respect to Financial Assets credited thereto;

(b)           all funds, Financial Assets or other assets on deposit in or credited to each Series 2020-1 Account from time to time;

(c)           all certificates and instruments, if any, representing or evidencing any or all of each Series 2020-1 Account, the funds on deposit therein or any security entitlement with respect to Financial Assets credited thereto from time to time;

(d)          all investments made at any time and from time to time with monies in each Series 2020-1 Account, whether constituting securities, instruments, general intangibles, investment property, Financial Assets or other property;

(e)           all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for each Series 2020-1 Account, the funds on deposit therein from time to time or the investments made with such funds;

(f)           all Proceeds of any and all of the foregoing clauses (a) through (e), including cash (with respect to each Series 2020-1 Account, the items in the foregoing clauses (a) through (e) and this clause (f) with respect to such Series 2020-1 Account are referred to, collectively, as the “Series 2020-1 Account Collateral”);

(g)           each Series 2020-1 Demand Note (if any);

(h)           all certificates and instruments, if any, representing or evidencing each Series 2020-1 Demand Note (if any);

(i)            each Series 2020-1 Letter of Credit (if any); and

(j)            all Proceeds of any and all of the foregoing.

Section 4.2.           Series 2020-1 Accounts. With respect to the Series 2020-1 Notes only, the following shall apply:

(a)           Establishment of Series 2020-1 Accounts.

(i)                 The Trustee shall establish and maintain, and shall continue to maintain, in the name of, and under the control of, the Trustee for the benefit of the Series 2020-1 Noteholders three securities accounts: the Series 2020-1 Principal Collection Account (such account, the “Series 2020-1 Principal Collection Account”), the Series 2020-1 Interest Collection Account (such account, the “Series 2020-1 Interest Collection Account”) and the Series 2020-1 Reserve Account (such account, the “Series 2020-1 Reserve Account”).

(ii)                On or prior to the date of any drawing under a Series 2020-1 Letter of Credit pursuant to Section 5.5 or Section 5.7, the Trustee shall establish and maintain in the name of, and under the control of, the Trustee for the benefit of the Series 2020-1 Noteholders the Series 2020-1 L/C Cash Collateral Account (the “Series 2020-1 L/C Cash Collateral Account”).

(iii)               The Trustee shall establish and maintain, and shall continue to maintain, in the name of, and under the control of, the Trustee for the benefit of the Series 2020-1 Noteholders the Series 2020-1 Distribution Account (the “Series 2020-1 Distribution Account”, and together with the Series 2020-1 Principal Collection Account, the Series 2020-1 Interest Collection Account, the Series 2020-1 Reserve Account and the Series 2020-1 L/C Cash Collateral Account, the “Series 2020-1 Accounts”).

(b)           Series 2020-1 Account Criteria.

(i)                 Each Series 2020-1 Account shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2020-1 Noteholders.

(ii)                Each Series 2020-1 Account shall be an Eligible Account. If any Series 2020-1 Account is at any time no longer an Eligible Account, HVIF shall, within ten (10) Business Days of an Authorized Officer of HVIF obtaining actual knowledge that such Series 2020-1 Account is no longer an Eligible Account, establish a new Series 2020-1 Account for such non-qualifying Series 2020-1 Account that is an Eligible Account, and if a new Series 2020-1 Account is so established, HVIF shall instruct the Trustee in writing to transfer all cash and investments from such non-qualifying Series 2020-1 Account into such new Series 2020-1 Account. Initially, each of the Series 2020-1 Accounts will be established with The Bank of New York Mellon Trust Company, National Association.

(c)           Administration of the Series 2020-1 Accounts.

(i)                 HVIF may instruct (by standing instructions or otherwise) any institution maintaining any Series 2020-1 Accounts to invest funds on deposit in such Series 2020-1 Account from time to time in Permitted Investments in the name of the Trustee or the Securities Intermediary and Permitted Investments shall be credited to the applicable Series 2020-1 Account; provided, however, that:

A.                 any such investment in the Series 2020-1 Reserve Account or the Series 2020-1 Distribution Account shall mature not later than the first (1st) Payment Date following the date on which such investment was made; and

B.                  any such investment in the Series 2020-1 Principal Collection Account, the Series 2020-1 Interest Collection Account or the Series 2020-1 L/C Cash Collateral Account shall mature not later than the Business Day prior to the first (1st) Payment Date following the date on which such investment was made, unless in any such case any such Permitted Investment is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on such Payment Date.

(ii)                 HVIF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(iii)               In the absence of written investment instructions hereunder, funds on deposit in the Series 2020-1 Accounts shall remain uninvested.

(d)           Earnings from Series 2020-1 Accounts. With respect to each Series 2020-1 Account, all interest and earnings (net of losses and investment expenses) paid on funds on deposit in or on any security entitlement with respect to Financial Assets credited to such Series 2020-1 Account shall be deemed to be on deposit therein and available for distribution unless previously distributed pursuant to the terms hereof.

(e)           Termination of Series 2020-1 Accounts.

(i)                 On or after the date on which the Series 2020-1 Notes are fully paid, the Trustee, acting in accordance with the written instructions of HVIF, shall withdraw from each Series 2020-1 Account (other than the Series 2020-1 L/C Cash Collateral Account) all remaining amounts on deposit therein and pay such amounts to HVIF.

(ii)                Upon the termination of this Series 2020-1 Supplement in accordance with its terms, the Trustee, acting in accordance with the written instructions of HVIF, after the prior payment of all amounts due and owing to the Series 2020-1 Noteholders and payable from the Series 2020-1 L/C Cash Collateral Account as provided herein, shall withdraw from the Series 2020-1 L/C Cash Collateral Account all amounts on deposit therein and shall pay such amounts:

first, pro rata to the Series 2020-1 Letter of Credit Providers, to the extent that there are unreimbursed Series 2020-1 Disbursements due and owing to such Series 2020-1 Letter of Credit Providers, for application in accordance with the provisions of the respective Series 2020-1 Letters of Credit, and

second, to HVIF any remaining amounts.

Section 4.3.       Trustee as Securities Intermediary.

(a)           With respect to each Series 2020-1 Account, the Trustee or other Person maintaining such Series 2020-1 Account shall be the “securities intermediary” (as defined in Section 8-102(a)(14) of the New York UCC) and a “bank” (as defined in Section 9-102(a)(8) of the New York UCC) with respect to such Series 2020-1 Account. If the Securities Intermediary in respect of any Series 2020-1 Account is not the Trustee, HVIF shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 4.3.

(b)           The Securities Intermediary agrees that:

(i)                 The Series 2020-1 Accounts are accounts to which Financial Assets will be credited;

(ii)                All securities or other property underlying any Financial Assets credited to any Series 2020-1 Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Series 2020-1 Account be registered in the name of HVIF, payable to the order of HVIF or specially endorsed to HVIF;

(iii)              All property delivered to the Securities Intermediary pursuant to this Series 2020-1 Supplement and all Permitted Investments thereof will be promptly credited to the appropriate Series 2020-1 Account;

(iv)               Each item of property (whether investment property, security, instrument or cash) credited to a Series 2020-1 Account shall be treated as a Financial Asset;

(v)                If at any time the Securities Intermediary shall receive any order or instructions from the Trustee directing transfer or redemption of any Financial Asset relating to the Series 2020-1 Accounts or any instruction with respect to the disposition of funds therein, the Securities Intermediary shall comply with such entitlement order or instruction without further consent by HVIF or the HVIF Administrator;

(vi)               The Series 2020-1 Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the New York UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction (within the meaning of Section 9-304 and Section 8-110 of the New York UCC) and the Series 2020-1 Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the NY UCC and in the applicable federal book-entry regulations) related thereto) shall be governed by the laws of the State of New York;

(vii)              The Securities Intermediary has not entered into, and until termination of this Series 2020-1 Supplement, will not enter into, any agreement with any other Person relating to the Series 2020-1 Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with Entitlement Orders or instructions (within the meaning of Section 9-104 of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Series 2020-1 Supplement will not enter into, any agreement with HVIF purporting to limit or condition the obligation of the Securities Intermediary to comply with Entitlement Orders or instructions (within the meaning of Section 9-104 of the New York UCC) as set forth in Section 4.3(b)(v); and

(viii)             Except for the claims and interest of the Trustee and HVIF in the Series 2020-1 Accounts, the Securities Intermediary knows of no claim to, or interest in, the Series 2020-1 Accounts or in any Financial Asset credited thereto. If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 2020-1 Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Trustee, the HVIF Administrator and HVIF thereof.

(c)           The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2020-1 Accounts and in all Proceeds thereof, and shall be the only person authorized to originate Entitlement Orders in respect of the Series 2020-1 Accounts.

(d)           Notwithstanding anything in Section 4.1, Section 4.2 or this Section 4.3 to the contrary, the parties hereto agree that as permitted by Section 8-504(c)(1) of the New York UCC, with respect to any Series 2020-1 Account, the Securities Intermediary may satisfy the duty in Section 8-504(a) of the New York UCC with respect to any cash credited to such Series 2020-1 Account by crediting such Series 2020-1 Account a general unsecured claim against the Securities Intermediary, as a bank, payable on demand, for the amount of such cash.

(e)           Notwithstanding anything in Section 4.1, Section 4.2 or this Section 4.3 to the contrary, with respect to any Series 2020-1 Account and any credit balances not constituting Financial Assets credited thereto, the Securities Intermediary shall be acting as a bank (as defined in Section 9-102(a)(8) of the New York UCC) if such Series 2020-1 Account is deemed not to constitute a securities account.

(f)           As permitted by Article 4 of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (the “Hague Convention”), the parties hereto agree that the law of the State of New York shall govern the issues specified in Article 2 of the Hague Convention. The provisions of the immediately preceding sentence shall be construed as an amendment to any other account agreement governing the Series 2020-1 Accounts.

Section 4.4.       Demand Notes.

(a)           Trustee Authorized to Make Demands. The Trustee, for the benefit of the Series 2020-1 Noteholders, shall be the only Person authorized to make a demand for payment on any Series 2020-1 Demand Note.

(b)           Modification of Demand Note. Other than pursuant to a payment made upon a demand thereon by the Trustee pursuant to Section 5.5(c), HVIF shall not reduce the amount of any Series 2020-1 Demand Note or forgive amounts payable thereunder so that the aggregate undrawn principal amount of the Series 2020-1 Demand Notes after such forgiveness or reduction is less than the greater of (i) the Series 2020-1 Letter of Credit Liquidity Amount as of the date of such reduction or forgiveness and (ii) an amount equal to 0.50% of the Series 2020-1 Principal Amount as of the date of such reduction or forgiveness. Other than in connection with a reduction or forgiveness in accordance with the first sentence of this Section 4.4(b) or an increase in the stated amount of any Series 2020-1 Demand Note, HVIF shall not agree to any amendment of any Series 2020-1 Demand Note without first obtaining the prior written consent of the Series 2020-1 Required Noteholders.

Section 4.5.      Subordination. The Series-Specific 2020-1 Collateral has been pledged to the Trustee to secure the Series 2020-1 Notes. For all purposes hereunder and for the avoidance of doubt, the Series-Specific 2020-1 Collateral and each Series 2020-1 Letter of Credit will be held by the Trustee solely for the benefit of the Series 2020-1 Noteholders, and no HVIF Noteholder of any Series of HVIF Notes other than the Series 2020-1 Notes will have any right, title or interest in, to or under the Series-Specific 2020-1 Collateral or any Series 2020-1 Letter of Credit. For the avoidance of doubt, if it is determined that the Series 2020-1 Noteholders have any right, title or interest in, to or under the HVIF Collateral with respect to any Series of HVIF Notes other than Series 2020-1 Notes, then the Series 2020-1 Noteholders agree that their right, title and interest in, to or under such HVIF Collateral shall be subordinate in all respects to the claims or rights of the HVIF Noteholders with respect to such other Series of HVIF Notes, and in such case, this Series 2020-1 Supplement shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.

Section 4.6.       Duty of the Trustee. Except for actions expressly authorized by the Base Indenture or this Series 2020-1 Supplement, the Trustee shall take no action reasonably likely to impair the security interests created hereunder in any of the Series-Specific 2020-1 Collateral now existing or hereafter created or to impair the value of any of the Series-Specific 2020-1 Collateral now existing or hereafter created.

Article V

PRIORITY OF PAYMENTS

Section 5.1.           HVIF Collections Allocation. Subject to the Past Due Rental Payments Priorities, on each Series 2020-1 Deposit Date, HVIF shall direct the Trustee in writing to apply, and the Trustee shall apply, all amounts deposited into the HVIF Collection Account on such date as follows:

(a)           first, withdraw the Series 2020-1 Daily Principal Allocation, if any, for such date from the HVIF Collection Account and deposit such amount into the Series 2020-1 Principal Collection Account; and

(b)                second, withdraw the Series 2020-1 Daily Interest Allocation, if any, for such date from the HVIF Collection Account and deposit such amount in the Series 2020-1 Interest Collection Account.

Section 5.2.             Application of Funds in the Series 2020-1 Principal Collection Account. Subject to the Past Due Rental Payments Priorities, (i) on any Business Day, HVIF may direct the Trustee in writing to apply, and (ii) on each Payment Date and each date identified by HVIF for a Decrease pursuant to Section 2.4, HVIF shall direct the Trustee in writing to apply (including pursuant to the Payment Date Directions), and in each case the Trustee shall apply, all amounts then on deposit in the Series 2020-1 Principal Collection Account on such date (after giving effect to all deposits thereto pursuant to Sections 5.3, 5.4 and 5.5) as follows (and in each case only to the extent of funds available in the Series 2020-1 Principal Collection Account on such date):

(a)                 first, if such date is a Payment Date, then for deposit into the Series 2020-1 Interest Collection Account an amount equal to the Senior Interest Waterfall Shortfall Amount, if any, with respect to such Payment Date;

(b)                second, on any such date during the Series 2020-1 Draw Period, for deposit into the Series 2020-1 Reserve Account an amount equal to the Series 2020-1 Reserve Account Deficiency Amount, if any, for such date (calculated after giving effect to any withdrawals from the Series 2020-1 Reserve Account pursuant to Section 5.4 and deposits to the Series 2020-1 Reserve Account on such date pursuant to Section 5.3);

(c)                 third, (i) first, for deposit into the Series 2020-1 Distribution Account to make (i) first, on any such date during the Series 2020-1 Draw Period, a Mandatory Decrease with respect to the Class A Notes and the Class B Notes, if applicable on such day, in accordance with Section 2.4(b)(i), for payment of the related Mandatory Decrease Amount on such date to the Class A Noteholders and the Class B Noteholders, on a pro rata basis both as between the Class A Noteholders and the Class B Noteholders (based on the Class A Principal Amount and the Class B Principal Amount as of such date) and as among each of the Class A Noteholders (based on the Class A Noteholder Principal Amount as of such date for each such Class A Noteholder) and the Class B Noteholders (based on the Class B Noteholder Principal Amount as of such date for each such Class B Noteholder), in each case as a payment of principal of the Class A Notes or Class B Notes, as applicable, and (ii) second, on any such date during the Series 2020-1 Rapid Amortization Period, (A) first, a Mandatory Decrease with respect to the Class A Notes, if applicable on such day, in accordance with Section 2.4(b)(i), for payment of the related Mandatory Decrease Amount on such date to the Class A Noteholders, on a pro rata basis (based on the Class A Noteholder Principal Amount as of such date for each such Class A Noteholder) as payment of principal of the Class A Notes until the Class A Noteholders have been paid such amount in full, and (ii) second, for deposit into the Series 2020-1 Distribution Account to make a Mandatory Decrease with respect to the Class B Notes, if applicable on such day, in accordance with Section 2.4(b)(i), for payment of the related Mandatory Decrease Amount on such date to the Class B Noteholders, on a pro rata basis (based on the Class B Noteholder Principal Amount as of such date for each such Class B Noteholders) as payment of principal of the Class B Notes until the Class B Noteholders have been paid such amount in full;

(d)                 fourth, on any such date during the Series 2020-1 Rapid Amortization Period, for deposit into the Series 2020-1 Distribution Account, for payment on such date to (i) first, the Class A Noteholders, on a pro rata basis (based on the Class A Noteholder Principal Amount as of such date for each such Class A Noteholder) as payment of principal of the Class A Notes until the Class A Noteholders have been paid the Class A Principal Amount in full, and (ii) second, the Class B Noteholders, on a pro rata basis (based on the Class B Noteholder Principal Amount as of such date for each such Class B Noteholder) as payment of principal of the Class B Notes until the Class B Noteholders have been paid the Class B Principal Amount in full;

(e)                fifth, if such date is a Payment Date, for deposit into the Series 2020-1 Distribution Account to pay (i) first, the Class A Noteholders on a pro rata basis (based on the amount owed to each such Class A Noteholder), any remaining amounts owing on such Payment Date to such Class A Noteholders as Series 2020-1 Carrying Charges (after giving effect to the payments in Sections 5.3(a) through 5.3(k) below), and (ii) second, the Class B Noteholders on a pro rata basis (based on the amount owed to each such Class B Noteholder), any remaining amounts owing on such Payment Date to such Class B Noteholders as Series 2020-1 Carrying Charges (after giving effect to the payments in Sections 5.3(a) through 5.3(k) below);

(f)                  sixth, if such date is a Payment Date, for deposit into the Series 2020-1 Distribution Account to pay (i) first, the Class A Noteholders on a pro rata basis (based on the amount owed to each such Class A Noteholder), the Class A Monthly Default Interest Amounts, if any, owing to each such Class A Noteholder on such Payment Date (after giving effect to the payments in Sections 5.3(a) through 5.3(m) below), and (ii) second, the Class B Noteholders on a pro rata basis (based on the amount owed to each such Class B Noteholder), the Class B Monthly Default Interest Amounts, if any, owing to each such Class B Noteholder on such Payment Date (after giving effect to the payments in Sections 5.3(a) through 5.3(m) below);

(g)                seventh, at the option of HVIF, for deposit into the Series 2020-1 Distribution Account to make (i) first, on any such date during the Series 2020-1 Draw Period, a Voluntary Decrease with respect to the Class A Notes and the Class B Notes, if applicable on such day, for payment of the related Voluntary Decrease Amount on such date to the Class A Noteholders and the Class B Noteholders on a pro rata basis both as between the Class A Noteholders and the Class B Noteholders (based on the Class A Principal Amount and the Class B Principal Amount as of such date) and as among each of the Class A Noteholders (based on the Class A Noteholder Principal Amount as of such date for each such Class A Noteholder) and the Class B Noteholders (based on the Class B Noteholder Principal Amount as of such date for each such Class B Noteholder), in each case as a payment of principal of the Class A Notes or Class B Notes, as applicable, and (ii) second, on any such date during the Series 2020-1 Rapid Amortization Period, (A) first, a Voluntary Decrease with respect to the Class A Notes, if applicable on such day, for payment of the related Voluntary Decrease Amount on such date to the Class A Noteholders on a pro rata basis (based on the Class A Noteholder Principal Amount as of such date for each such Class A Noteholder), in each case as a payment of principal of the Class A Notes until the applicable Class A Noteholders have been paid the applicable amount in full, and (B) second, a Voluntary Decrease with respect to the Class B Notes, if applicable on such day, for payment of the related Voluntary Decrease Amount on such date to the Class B Noteholders on a pro rata basis (based on the Class B Noteholder Principal Amount as of such date for each such Class B Noteholder), in each case as a payment of principal of the Class B Notes until the applicable Class B Noteholders have been paid the applicable amount in full; and

(h)                eighth, the balance, if any, shall be released, subject to satisfaction of the Dividend Condition, to or at the direction of HVIF, including for re-deposit to the Series 2020-1 Principal Collection Account, or, if ineligible for release to HVIF either because of the failure to satisfy the Dividend Condition or otherwise, shall remain on deposit in the Series 2020-1 Principal Collection Account;

provided that, (i) the application of such funds pursuant to Section 5.2(a) may not be made if a Principal Deficit Amount would exist as a result of such application and (ii) the application of such funds pursuant to Sections 5.2(a) and (h) may be made only to the extent that no Amortization Event or Potential Amortization Event with respect to the Series 2020-1 Notes exists as of such date or would occur as a result of such application or distribution of funds.

Section 5.3.       Application of Funds in the Series 2020-1 Interest Collection Account. Subject to the Past Due Rental Payments Priorities, on each Payment Date, HVIF shall direct the Trustee pursuant to the Payment Date Directions to apply, and the Trustee shall apply, all amounts then on deposit in the Series 2020-1 Interest Collection Account (after giving effect to all deposits thereto pursuant to Sections 5.2, 5.4, 5.5 and 5.6) on such day as follows (and in each case only to the extent of funds available in the Series 2020-1 Interest Collection Account):

(a)                first, to the Series 2020-1 Distribution Account to pay to the HVIF Administrator the Series 2020-1 Capped HVIF Administrator Fee Amount with respect to such Payment Date;

(b)               second, to the Series 2020-1 Distribution Account to pay the Trustee the Series 2020-1 Capped HVIF Trustee Fee Amount with respect to such Payment Date;

(c)                third, to the Servicer, in an amount equal to the Monthly Servicing Fee with respect to such Payment Date;

(d)                fourth, to the Series 2020-1 Distribution Account to pay the Persons to whom the Series 2020-1 Capped HVIF Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the amount owed to each such Person), such Series 2020-1 Capped HVIF Operating Expense Amounts owing to such Persons on such Payment Date;

(e)                fifth, to the Series 2020-1 Distribution Account to pay (i) first, the Class A Noteholders on a pro rata basis (based on the amount owed to each such Class A Noteholder), the Class A Monthly Interest Amount with respect to such Series 2020-1 Interest Period ending on the day immediately preceding such Payment Date, and (ii) second, the Class B Noteholders on a pro rata basis (based on the amount owed to each such Class B Noteholder), the Class B Monthly Interest Amount with respect to such Payment Date;

(f)                sixth, to the Series 2020-1 Distribution Account to pay the Administrative Agent the Administrative Agent Fee with respect to such Payment Date;

(g)               seventh, on any such Payment Date during the Series 2020-1 Draw Period, other than on any such Payment Date on which a withdrawal has been made pursuant to Section 5.4(a), for deposit to the Series 2020-1 Reserve Account in an amount equal to the Series 2020-1 Reserve Account Deficiency Amount, if any, for such date (calculated after giving effect to any withdrawals from the Series 2020-1 Reserve Account pursuant to Section 5.4);

(h)               eighth, to the Series 2020-1 Distribution Account to pay to the Trustee the Series 2020-1 HVIF Excess Trustee Fee Amount with respect to such Payment Date;

(i)                 ninth, to the Series 2020-1 Distribution Account to pay the Persons to whom the Series 2020-1 Excess HVIF Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the amount owed to each such Person), such Series 2020-1 Excess HVIF Operating Expense Amounts owing to such Persons on such Payment Date;

(j)                 tenth, on any such Payment Date during the Series 2020-1 Rapid Amortization Period, for deposit into the Series 2020-1 Principal Collection Account any remaining amount;

(k)                eleventh, to the Series 2020-1 Distribution Account to pay (i) first, the Class A Noteholders on a pro rata basis (based on the amount owed to each such Class A Noteholder), any remaining amounts owing on such Payment Date to such Class A Noteholders as Series 2020-1 Carrying Charges (after giving effect to the payments in Sections 5.3(a) through 5.3(j) above), and (ii) second, the Class B Noteholders on a pro rata basis (based on the amount owed to each such Class B Noteholder), any remaining amounts owing on such Payment Date to such Class B Noteholders as Series 2020-1 Carrying Charges (after giving effect to the payments in Sections 5.3(a) through 5.3(j) above);

(l)                 twelfth, to the Series 2020-1 Distribution Account to pay (i) first, the Class A Noteholders on a pro rata basis (based on the amount owed to each such Class A Noteholder), the Class A Monthly Default Interest Amounts, if any, owing to each such Class A Noteholder on such Payment Date (after giving effect to the payments in Sections 5.3(a) through 5.3(k) above), and (ii) second, the Class B Noteholders on a pro rata basis (based on the amount owed to each such Class B Noteholder), the Class B Monthly Default Interest Amounts, if any, owing to each such Class B Noteholder on such Payment Date (after giving effect to the payments in Sections 5.3(a) through 5.3(k) above);

(m)               thirteenth, to the Series 2020-1 Distribution Account to pay to the HVIF Administrator the Series 2020-1 Excess HVIF Administrator Fee Amount with respect to such Payment Date; and

(n)                fourteenth, for deposit into the Series 2020-1 Principal Collection Account any remaining amount.

Section 5.4.       Series 2020-1 Reserve Account Withdrawals. For each Payment Date, HVIF shall direct the Trustee in writing (including pursuant to the Payment Date Directions), prior to 12:00 noon (New York City time) on such Payment Date, to apply, and the Trustee shall apply on such Payment Date, all amounts then on deposit (without giving effect to any deposits thereto pursuant to Sections 5.2 and 5.3) in the Series 2020-1 Reserve Account as follows (and in each case only to the extent of funds available in the Series 2020-1 Reserve Account):

(a)                first, to the Series 2020-1 Interest Collection Account an amount equal to the excess, if any, of the Series 2020-1 Payment Date Interest Amount for such Payment Date over the Series 2020-1 Payment Date Available Interest Amount for such Payment Date (with respect to such Payment Date, the excess, if any, of such excess over the Series 2020-1 Available Reserve Account Amount on such Payment Date, the “Series 2020-1 Reserve Account Interest Withdrawal Shortfall”);

(b)               second, if the Principal Deficit Amount is greater than zero on such Payment Date, then to the Series 2020-1 Principal Collection Account an amount equal to such Principal Deficit Amount; and

(c)                third, if on the Legal Final Payment Date the amount to be distributed, if any, from the Series 2020-1 Distribution Account in accordance with Section 5.2 (prior to giving effect to any withdrawals from the Series 2020-1 Reserve Account pursuant to this clause (c)) on such Legal Final Payment Date is insufficient to pay the Series 2020-1 Principal Amount in full on such Legal Final Payment Date, then to the Series 2020-1 Principal Collection Account, an amount equal to such insufficiency;

provided that, if no amounts are required to be applied pursuant to this Section 5.4 on such date, then HVIF shall have no obligation to provide the Trustee such written direction on such date.

Section 5.5.       Series 2020-1 Letters of Credit and Series 2020-1 Demand Notes.

(a)                Interest Deficit and Lease Interest Payment Deficit Events – Draws on Series 2020-1 Letters of Credit. If HVIF determines on any Payment Date that there exists a Series 2020-1 Reserve Account Interest Withdrawal Shortfall with respect to such Payment Date, then HVIF shall instruct the Trustee in writing to draw on the Series 2020-1 Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee, by 12:00 p.m. (New York City time) on such Payment Date, shall draw an amount, as set forth in such notice, equal to the least of (i) such Series 2020-1 Reserve Account Interest Withdrawal Shortfall, (ii) the Series 2020-1 Letter of Credit Liquidity Amount as of such Payment Date and (iii) the Series 2020-1 Lease Interest Payment Deficit for such Payment Date, by presenting to each Series 2020-1 Letter of Credit Provider a draft accompanied by a Series 2020-1 Certificate of Credit Demand on the Series 2020-1 Letters of Credit;

provided that, if the Series 2020-1 L/C Cash Collateral Account has been established and funded, then the Trustee shall withdraw from the Series 2020-1 L/C Cash Collateral Account and deposit into the Series 2020-1 Interest Collection Account an amount equal to the lesser of (1) the Series 2020-1 L/C Cash Collateral Percentage on such Payment Date of the least of the amounts described in clauses (i), (ii) and (iii) above and (2) the Series 2020-1 Available L/C Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Series 2020-1 Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2020-1 Letters of Credit and the proceeds of any such withdrawal from the Series 2020-1 L/C Cash Collateral Account into the Series 2020-1 Interest Collection Account on such Payment Date.

(b)                Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2020-1 Letters of Credit. If HVIF determines on any Payment Date that there exists a Series 2020-1 Lease Principal Payment Deficit that exceeds the amount, if any, withdrawn from the Series 2020-1 Reserve Account pursuant to Section 5.4(b), then HVIF shall instruct the Trustee in writing to draw on the Series 2020-1 Letters of Credit, if any, in an amount equal to the least of:

(i)               such excess;

(ii)              the Series 2020-1 Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 2020-1 Letters of Credit on such Payment Date pursuant to Section 5.5(a)); and

(iii)             on any such Payment Date other than the Legal Final Payment Date occurring during the period commencing on and including the date of the filing by any Lessee of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which such Lessee shall have resumed making all payments of Monthly Variable Rent required to be made under each HVIF Lease to which such Lessee is a party, the excess, if any, of the Principal Deficit Amount over the amount, if any, withdrawn from the Series 2020-1 Reserve Account pursuant to Section 5.4(b) and (y) on the Legal Final Payment Date, the excess, if any, of the Series 2020-1 Principal Amount over the amount to be deposited into the Series 2020-1 Distribution Account (other than as a result of this Section 5.5(b) and Section 5.5(c)) on the Legal Final Payment Date for payment of principal of the Series 2020-1 Notes.

Upon receipt of a notice by the Trustee from HVIF in respect of a Series 2020-1 Lease Principal Payment Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Series 2020-1 Letters of Credit by presenting to each Series 2020-1 Letter of Credit Provider a draft accompanied by a Series 2020-1 Certificate of Credit Demand; provided, however, that if the Series 2020-1 L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2020-1 L/C Cash Collateral Account an amount equal to the lesser of (x) the Series 2020-1 L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by HVIF and (y) the Series 2020-1 Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 2020-1 Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2020-1 Letters of Credit and the proceeds of any such withdrawal from the Series 2020-1 L/C Cash Collateral Account into the Series 2020-1 Principal Collection Account on such Payment Date.

(c)                Principal Deficit Amount – Draws on Series 2020-1 Demand Note. If (A) on any Determination Date, HVIF determines that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect to any draws on the Series 2020-1 Letters of Credit on such Payment Date pursuant to Section 5.5(b)) will be greater than zero or (B) on the Determination Date related to the Legal Final Payment Date, HVIF determines that the Series 2020-1 Principal Amount exceeds the amount to be deposited into the Series 2020-1 Distribution Account (other than as a result of this Section 5.5(c)) on the Legal Final Payment Date for payment of principal of the Series 2020-1 Notes, then, prior to 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to such Payment Date, HVIF shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit B-2 (each a “Demand Notice”) on Hertz for payment under the Series 2020-1 Demand Note in an amount equal to the lesser of (i) (x) on any such Determination Date related to a Payment Date other than the Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Series 2020-1 Principal Collection Account in accordance with Sections 5.4(b) and Section 5.5(b) and (y) on the Determination Date related to the Legal Final Payment Date, the excess, if any, of the Series 2020-1 Principal Amount over the amount to be deposited into the Series 2020-1 Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2020-1 Supplement (other than this Section 5.5(c))) on the Legal Final Payment Date for payment of principal of the Series 2020-1 Notes, and (ii) the principal amount of the Series 2020-1 Demand Note. The Trustee shall, prior to 12:00 noon (New York City time) on the second (2nd) Business Day preceding such Payment Date, deliver such Demand Notice to Hertz; provided, however, that if an Event of Bankruptcy (except for the Chapter 11 Cases) (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz. The Trustee shall cause the proceeds of any demand on the Series 2020-1 Demand Note to be deposited into the Series 2020-1 Principal Collection Account.

(d)                Principal Deficit Amount – Draws on Series 2020-1 Letters of Credit. If the Trustee shall have delivered a Demand Notice as provided in Section 5.5(c) and Hertz shall have failed to pay to the Trustee or deposit into the Series 2020-1 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon (New York City time) on the Business Day following the making of the Demand Notice, (ii) except for the Chapter 11 Cases, due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, or (iii) there is a Preference Amount, then the Trustee shall draw on the Series 2020-1 Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the lesser of:

(1)                the amount that Hertz failed to pay under the Series 2020-1 Demand Note, or the amount that the Trustee failed to demand for payment thereunder, or the Preference Amount, as the case may be, and

(2)                the Series 2020-1 Letter of Credit Amount on such Business Day,

in each case by presenting to each Series 2020-1 Letter of Credit Provider a draft accompanied by a Series 2020-1 Certificate of Unpaid Demand Note Demand or, in the case of a Preference Amount, a Series 2020-1 Certificate of Preference Payment Demand; provided, however, that if the Series 2020-1 L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2020-1 L/C Cash Collateral Account an amount equal to the lesser of (x) the Series 2020-1 L/C Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses (i) and (ii) immediately above and (y) the Series 2020-1 Available L/C Cash Collateral Account Amount on such Business Day (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a) and Section 5.5(b)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 2020-1 Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2020-1 Letters of Credit and the proceeds of any such withdrawal from the Series 2020-1 L/C Cash Collateral Account into the Series 2020-1 Principal Collection Account on such date.

(e)                Draws on the Series 2020-1 Letters of Credit. If there is more than one Series 2020-1 Letter of Credit on the date of any draw on the Series 2020-1 Letters of Credit pursuant to the terms of this Series 2020-1 Supplement (other than pursuant to Section 5.7(b)), then HVIF shall instruct the Trustee, in writing, to draw on each Series 2020-1 Letter of Credit an amount equal to the Pro Rata Share for such Series 2020-1 Letter of Credit of such draw on such Series 2020-1 Letter of Credit.

Section 5.6.       Past Due Rental Payments. On each Series 2020-1 Deposit Date, HVIF will direct the Trustee in writing, prior to 1:00 p.m. (New York City time) on such date, to, and the Trustee shall, withdraw from the HVIF Collection Account all HVIF Collections then on deposit representing Series 2020-1 Past Due Rent Payments and deposit such amount into the Series 2020-1 Interest Collection Account, and immediately thereafter, the Trustee shall withdraw such amount from the Series 2020-1 Interest Collection Account and apply the Series 2020-1 Past Due Rent Payment in the following order:

(i)                if the occurrence of the related Series 2020-1 Lease Payment Deficit resulted in one or more Series 2020-1 L/C Credit Disbursements being made under any Series 2020-1 Letters of Credit, then pay to or at the direction of Hertz for reimbursement to each Series 2020-1 Letter of Credit Provider who made such a Series 2020-1 L/C Credit Disbursement an amount equal to the lesser of (x) the unreimbursed amount of such Series 2020-1 Letter of Credit Provider’s Series 2020-1 L/C Credit Disbursement and (y) such Series 2020-1 Letter of Credit Provider’s pro rata portion, calculated on the basis of the unreimbursed amount of each such Series 2020-1 Letter of Credit Provider’s Series 2020-1 L/C Credit Disbursement, of the amount of the Series 2020-1 Past Due Rent Payment;

(ii)               if the occurrence of such Series 2020-1 Lease Payment Deficit resulted in a withdrawal being made from the Series 2020-1 L/C Cash Collateral Account, then deposit in the Series 2020-1 L/C Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2020-1 Past Due Rent Payment remaining after any payments pursuant to clause (i) above and (y) the amount withdrawn from the Series 2020-1 L/C Cash Collateral Account on account of such Series 2020-1 Lease Payment Deficit;

(iii)              if the occurrence of such Series 2020-1 Lease Payment Deficit resulted in a withdrawal being made from the Series 2020-1 Reserve Account pursuant to Section 5.4(a), then deposit in the Series 2020-1 Reserve Account an amount equal to the lesser of (x) the amount of the Series 2020-1 Past Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the Series 2020-1 Reserve Account Deficiency Amount, if any, as of such day; and

(iv)              any remainder to be deposited into the Series 2020-1 Principal Collection Account.

Section 5.7.       Series 2020-1 Letters of Credit and Series 2020-1 L/C Cash Collateral Account.

(a)                Series 2020-1 Letter of Credit Expiration Date – Deficiencies. If as of the date that is sixteen (16) Business Days prior to the then scheduled Series 2020-1 Letter of Credit Expiration Date with respect to any Series 2020-1 Letter of Credit, excluding such Series 2020-1 Letter of Credit from each calculation in clauses (i) through (iii) immediately below but taking into account any substitute Series 2020-1 Letter of Credit that has been obtained from a Series 2020-1 Eligible Letter of Credit Provider and is in full force and effect on such date:

(i)                the Series 2020-1 Asset Amount would be less than the Series 2020-1 Adjusted Asset Coverage Threshold Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Series 2020-1 Reserve Account and the Series 2020-1 L/C Cash Collateral Account on such date);

(ii)              the Series 2020-1 Adjusted Liquid Enhancement Amount would be less than the Series 2020-1 Required Liquid Enhancement Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Series 2020-1 Reserve Account and the Series 2020-1 L/C Cash Collateral Account on such date); or

(iii)             the Series 2020-1 Letter of Credit Liquidity Amount would be less than the Series 2020-1 Demand Note Payment Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Series 2020-1 L/C Cash Collateral Account on such date);

then HVIF shall notify the Trustee and the Administrative Agent in writing no later than fifteen (15) Business Days prior to such Series 2020-1 Letter of Credit Expiration Date of:

A.                 the greatest of:

(i)                the excess, if any, of the Series 2020-1 Adjusted Asset Coverage Threshold Amount over the Series 2020-1 Asset Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Series 2020-1 Reserve Account and the Series 2020-1 L/C Cash Collateral Account on such date);

(ii)               the excess, if any, of the Series 2020-1 Required Liquid Enhancement Amount over the Series 2020-1 Adjusted Liquid Enhancement Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Series 2020-1 Reserve Account and the Series 2020-1 L/C Cash Collateral Account on such date); and

(iii)              the excess, if any, of the Series 2020-1 Demand Note Payment Amount over the Series 2020-1 Letter of Credit Liquidity Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Series 2020-1 L/C Cash Collateral Account on such date);

provided that the calculations in each of clause (A)(i) through (A)(iii) above shall be made on such date, excluding from such calculation of each amount contained therein such Series 2020-1 Letter of Credit but taking into account each substitute Series 2020-1 Letter of Credit that has been obtained from a Series 2020-1 Eligible Letter of Credit Provider and is in full force and effect on such date, and

B.                  the amount available to be drawn on such expiring Series 2020-1 Letter of Credit on such date.

Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw the lesser of the amounts set forth in clauses (A) and (B) above on such Series 2020-1 Letter of Credit by presenting a draft accompanied by a Series 2020-1 Certificate of Termination Demand and shall cause the Series 2020-1 L/C Termination Disbursements to be deposited into the Series 2020-1 L/C Cash Collateral Account. If the Trustee does not receive either notice from HVIF described above on or prior to the date that is fifteen (15) Business Days prior to each Series 2020-1 Letter of Credit Expiration Date, then the Trustee, by 12:00 p.m. (New York City time) on such Business Day, shall draw the full amount of such Series 2020-1 Letter of Credit by presenting a draft accompanied by a Series 2020-1 Certificate of Termination Demand and shall cause the Series 2020-1 L/C Termination Disbursements to be deposited into the applicable Series 2020-1 L/C Cash Collateral Account.

(b)                Series 2020-1 Letter of Credit Provider Downgrades. HVIF shall notify the Trustee and the Administrative Agent in writing within one (1) Business Day of an Authorized Officer of HVIF obtaining actual knowledge that (i) the long-term debt credit rating of any Series 2020-1 Letter of Credit Provider rated by DBRS has fallen below “BBB” as determined by DBRS or (ii) the long-term debt credit rating of any Series 2020-1 Letter of Credit Provider not rated by DBRS is not at least “Baa2” by Moody’s or “BBB” by S&P (such (i) or (ii) with respect to any Series 2020-1 Letter of Credit Provider, a “Series 2020-1 Downgrade Event”). On the thirtieth (30th) day after the occurrence of any Series 2020-1 Downgrade Event with respect to any Series 2020-1 Letter of Credit Provider, HVIF shall notify the Trustee and the Administrative Agent in writing on such date of (i) the greatest of (A) the excess, if any, of the Series 2020-1 Adjusted Asset Coverage Threshold Amount over the Series 2020-1 Asset Amount, (B) the excess, if any, of the Series 2020-1 Required Liquid Enhancement Amount over the Series 2020-1 Adjusted Liquid Enhancement Amount, and (C) the excess, if any, of the Series 2020-1 Demand Note Payment Amount over the Series 2020-1 Letter of Credit Liquidity Amount, in the case of each of clauses (A) through (C) above, as of such date and excluding from the calculation of each amount referenced in such clauses such Series 2020-1 Letter of Credit but taking into account each substitute Series 2020-1 Letter of Credit that has been obtained from a Series 2020-1 Eligible Letter of Credit Provider and is in full force and effect on such date, and (ii) the amount available to be drawn on such Series 2020-1 Letter of Credit on such date (the lesser of such (i) and (ii), the “Downgrade Withdrawal Amount”). Upon receipt by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day of notice of any Series 2020-1 Downgrade Event with respect to any Series 2020-1 Letter of Credit Provider, the Trustee, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), shall draw on the Series 2020-1 Letters of Credit issued by such Series 2020-1 Letter of Credit Provider in an amount (in the aggregate) equal to the Downgrade Withdrawal Amount specified in such notice by presenting a draft accompanied by a Series 2020-1 Certificate of Termination Demand and shall cause the Series 2020-1 L/C Termination Disbursement to be deposited into a Series 2020-1 L/C Cash Collateral Account.

(c)                Reductions in Stated Amounts of the Series 2020-1 Letters of Credit. If the Trustee receives a written notice from the HVIF Administrator, substantially in the form of Exhibit C hereto, requesting a reduction in the stated amount of any Series 2020-1 Letter of Credit, then the Trustee shall within two (2) Business Days of the receipt of such notice deliver to the Series 2020-1 Letter of Credit Provider who issued such Series 2020-1 Letter of Credit a Series 2020-1 Notice of Reduction requesting a reduction in the stated amount of such Series 2020-1 Letter of Credit in the amount requested in such notice effective on the date set forth in such notice; provided that, on such effective date, immediately after giving effect to the requested reduction in the stated amount of such Series 2020-1 Letter of Credit, (i) the Series 2020-1 Adjusted Liquid Enhancement Amount will equal or exceed the Series 2020-1 Required Liquid Enhancement Amount, (ii) the Series 2020-1 Letter of Credit Liquidity Amount will equal or exceed the Series 2020-1 Demand Note Payment Amount and (iii) no Aggregate Asset Amount Deficiency will exist immediately after giving effect to such reduction.

(d)                Series 2020-1 L/C Cash Collateral Account Surpluses and Series 2020-1 Reserve Account Surpluses.

(i)                On each Payment Date, HVIF may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of HVIF (with a copy to the Administrative Agent), shall, withdraw from the Series 2020-1 Reserve Account an amount equal to the Series 2020-1 Reserve Account Surplus, if any, and pay such Series 2020-1 Reserve Account Surplus to HVIF.

(ii)               On each Payment Date on which there is a Series 2020-1 L/C Cash Collateral Account Surplus, HVIF may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of HVIF (with a copy to the Administrative Agent), shall, subject to the limitations set forth in this Section 5.7(d), withdraw the amount specified by HVIF from the Series 2020-1 L/C Cash Collateral Account specified by HVIF and apply such amount in accordance with the terms of this Section 5.7(d). The amount of any such withdrawal from the Series 2020-1 L/C Cash Collateral Account shall be limited to the least of (a) the Series 2020-1 Available L/C Cash Collateral Account Amount on such Payment Date, (b) the Series 2020-1 L/C Cash Collateral Account Surplus on such Payment Date and (c) the excess, if any, of the Series 2020-1 Letter of Credit Liquidity Amount on such Payment Date over the Series 2020-1 Demand Note Payment Amount on such Payment Date. Any amounts withdrawn from the Series 2020-1 L/C Cash Collateral Account pursuant to this Section 5.7(d) shall be paid:

first, to the Series 2020-1 Letter of Credit Providers, to the extent that there are unreimbursed Series 2020-1 Disbursements due and owing to such Series 2020-1 Letter of Credit Providers in respect of the Series 2020-1 Letters of Credit, for application in accordance with the provisions of the respective Series 2020-1 Letters of Credit, and

second, to HVIF any remaining amounts.

Section 5.8.       Payment by Wire Transfer. On each Payment Date, pursuant to Section 6.1 of the Base Indenture, the Trustee shall cause the amounts (to the extent received by the Trustee by the required time) set forth in Sections 5.2, 5.3, 5.4, 5.5 and 5.6, in each case if any and in accordance with such Sections, to be paid by wire transfer of immediately available funds released from the Series 2020-1 Distribution Account no later than 4:30 p.m. (New York City time) for credit to the accounts designated by the Series 2020-1 Noteholders; provided, however, that if the Trustee does not receive all relevant amounts on such Payment Date by the time required herein, the Trustee shall cause such amounts to be so paid as soon as reasonably practicable following receipt of all such amounts.

Section 5.9.       Certain Instructions to the Trustee.

(a)                                  If on any date the Principal Deficit Amount is greater than zero or HVIF determines that there exists a Series 2020-1 Lease Principal Payment Deficit, then HVIF shall promptly provide written notice thereof to the Administrative Agent and the Trustee.

(b)                                  On or before 10:00 a.m. (New York City time) on each Payment Date on which any Series 2020-1 Lease Payment Deficit exists, the HVIF Administrator shall notify the Trustee of the amount of such Series 2020-1 Lease Payment Deficit, such notification to be in the form of Exhibit D hereto (each a “Lease Payment Deficit Notice”).

Section 5.10.    HVIF’s Failure to Instruct the Trustee to Make a Deposit or Payment. On or before 2:00 p.m. (New York City time) on the first (1st) Business Day following each Determination Date (or such other time before the Payment Date as agreed to by the Trustee), the HVIF Administrator shall provide the written instructions required for each Payment Date to the Trustee (with a copy to the Administrative Agent and the Controlling Party). If HVIF fails to give notice or instructions to make any payment from or deposit into the HVIF Collection Account or any Series 2020-1 Account required to be given by HVIF, at the time specified herein or in any other Series 2020-1 Related Document (including applicable grace periods), the Trustee may make such payment or deposit into or from the HVIF Collection Account or such Series 2020-1 Account pursuant to the Payment Date Directions; provided that the Trustee, the Controlling Party or the Administrative Agent receives (including based upon an instruction from the Controlling Party) all information necessary to allow the Trustee to make such a payment or deposit. When any payment or deposit hereunder or under any other Series 2020-1 Related Document is required to be made by the Trustee at or prior to a specified time, HVIF shall deliver any applicable written instructions with respect thereto reasonably in advance of such specified time. If HVIF fails to give instructions to draw on any Series 2020-1 Letters of Credit or withdraw funds from the Series 2020-1 Reserve Account required to be given by HVIF, at the time specified in this Series 2020-1 Supplement, upon receipt of an instruction from the Controlling Party the Trustee shall draw on such Series 2020-1 Letters of Credit or withdraw such funds from the Series 2020-1 Reserve Account without such instruction from HVIF; provided that, HVIF, upon such instruction from the Controlling Party, provides the Trustee with all information necessary to allow the Trustee to draw on each such Series 2020-1 Letter of Credit. The parties hereto agree that the Controlling Party shall have no obligation to give any such instruction and shall not be liable for any action that the Controlling Party takes, or abstains from taking, in connection with this Section 5.10.

Article VI

REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING CONDITIONS

Section 6.1.       Representations and Warranties. Each of HVIF, the HVIF Administrator and each Noteholder hereby makes the representations and warranties applicable to it set forth in Annex 1 hereto.

Section 6.2.       Covenants. Each of HVIF and the HVIF Administrator hereby agrees to perform and observe the covenants applicable to it set forth in Annex 2 hereto.

Section 6.3.       Closing Conditions. The effectiveness of this Series 2020-1 Supplement is subject to the satisfaction of the conditions precedent set forth in Annex 3 hereto.

Section 6.4.       Post-Closing Date Conditions. Each of HVIF and the HVIF Administrator hereby agrees to satisfy the conditions subsequent set forth in Annex 4 hereto.

Section 6.5.       European Union Securitisation Risk Retention Representations and Undertaking. The HVIF Administrator hereby makes the representations and warranties set forth in Annex 5 hereto and agrees to perform and observe the covenants set forth in Annex 5 hereto.

Section 6.6.       Further Assurances.

(a)                HVIF shall do such further acts and things, and execute and deliver to the Trustee such additional assignments, agreements, powers and instruments, as are necessary or desirable to maintain the security interest of the Trustee in the Series-Specific 2020-1 Collateral on behalf of the Series 2020-1 Noteholders as a perfected security interest subject to no prior Liens (other than Series 2020-1 Permitted Liens) and to carry into effect the purposes of this Series 2020-1 Supplement or the other Series 2020-1 Related Documents or to better assure and confirm unto the Trustee or the Series 2020-1 Noteholders their rights, powers and remedies hereunder, including, without limitation filing all UCC financing statements, continuation statements and amendments thereto necessary to achieve the foregoing. If HVIF fails to perform any of its agreements or obligations under this Section 6.6(a), the Trustee shall, at the direction of the Series 2020-1 Required Noteholders, itself perform such agreement or obligation, and the expenses of the Trustee incurred in connection therewith shall be payable by HVIF upon the Trustee’s demand therefor. The Trustee is hereby authorized to execute and file any financing statements, continuation statements or other instruments necessary or appropriate to perfect or maintain the perfection of the Trustee’s security interest in the Series-Specific 2020-1 Collateral.

(b)               Unless otherwise specified in this Series 2020-1 Supplement, if any amount payable under or in connection with any of the Series-Specific 2020-1 Collateral shall be or become evidenced by any promissory note, chattel paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and immediately pledged and physically delivered to the Trustee hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected, be duly indorsed in a manner satisfactory to the Trustee and delivered to the Trustee promptly.

(c)                HVIF shall warrant and defend the Trustee’s right, title and interest in and to the Series-Specific 2020-1 Collateral and the income, distributions and proceeds thereof, for the benefit of the Trustee on behalf of the Series 2020-1 Noteholders, against the claims and demands of all Persons whomsoever.

(d)                On or before March 31 of each calendar year, commencing with March 31, 2022, HVIF shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Series 2020-1 Supplement, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements, continuation statements and amendments thereto as are necessary to maintain the perfection of the lien and security interest created by this Series 2020-1 Supplement in the Series-Specific 2020-1 Collateral and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the perfection of such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Series 2020-1 Supplement, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements, continuation statements and amendments thereto that will, in the opinion of such counsel, be required to maintain the perfection of the lien and security interest of this Series 2020-1 Supplement in the Series-Specific 2020-1 Collateral until March 31 in the following calendar year.

Article VII

AMORTIZATION EVENTS

Section 7.1.       Amortization Events. In addition to the Amortization Events set forth in Sections 9.1(a), (b), (c), (d), (e), (f) and (g) of the Base Indenture, the following shall be Amortization Events with respect to the Series 2020-1 Notes and shall constitute the Amortization Events set forth in Section 9.1(i) of the Base Indenture with respect to the Series 2020-1 Notes:

(a)                HVIF defaults in the payment of any interest on, or other amount payable in respect of, the Series 2020-1 Notes or fails to disburse available amounts pursuant to this Series 2020-1 Supplement (other than any payments described in Section 7.1(b)), in each case, when the same becomes due and payable and such default or failure, as applicable, continues for a period of three (3) consecutive Business Days;

(b)                all principal and interest on the Series 2020-1 Notes is not paid in full on or before the Expected Final Payment Date;

(c)                a Series 2020-1 Liquid Enhancement Deficiency exists and continues to exist for at least three (3) consecutive Business Days;

(d)                there shall have been filed against HVIF, HGI or the Nominee (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under Section 430(k) of the Code or Section 303(k) of ERISA for a failure to make a required installment or other payment to a Pension Plan or under Section 4068 of ERISA with respect to a Pension Plan that would reasonably be expected to result in a Material Adverse Effect, or (iii) a notice of any other Lien (other than a Series 2020-1 Permitted Lien) that could reasonably be expected to attach to the assets of HVIF or the Nominee and, in each case, thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;

(e)                any of the Series 2020-1 Related Documents or any material portion thereof ceases, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 2020-1 Related Documents) or Hertz, HGI, the Nominee or HVIF so asserts any of the foregoing in writing;

(f)                 the HVIF Collection Account, any Collateral Account in which HVIF Collections are on deposit as of such date or any Series 2020-1 Account (other than the Series 2020-1 Reserve Account and the Series 2020-1 L/C Cash Collateral Account) is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2020-1 Permitted Lien) and thirty (30) consecutive days shall have elapsed without such Lien having been released or discharged;

(g)                (A) the Series 2020-1 Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2020-1 Permitted Lien) for a period of at least three (3) consecutive Business Days or (B) other than any Lien described in clause (iii) of the definition of Series 2020-1 Permitted Lien, the Trustee ceases to have a valid and perfected first priority security interest in the Series 2020-1 Reserve Account Collateral (or any of HVIF or any Affiliate thereof so asserts in writing) and, in each case, an Aggregate Asset Amount Deficiency or a Series 2020-1 Liquid Enhancement Deficiency (each as calculated without including the Series 2020-1 Available Reserve Account Amount) occurs as a result;

(h)                from and after the funding of the Series 2020-1 L/C Cash Collateral Account, (A) the Series 2020-1 L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2020-1 Permitted Lien) for a period of at least three (3) consecutive Business Days or (B) other than any Lien described in clause (iii) of the definition of Series 2020-1 Permitted Lien, the Trustee ceases to have a valid and perfected first priority security interest in the Series 2020-1 L/C Cash Collateral Account Collateral (or HVIF or any Affiliate thereof so asserts in writing) and, in each case, an Aggregate Asset Amount Deficiency or a Series 2020-1 Liquid Enhancement Deficiency (each as calculated without including the Series 2020-1 Available L/C Cash Collateral Account Amount) occurs as a result;

(i)                 (i) on and after the Series 2020-1 Closing Date, the occurrence of a Change of Control with respect to either HVIF or the Nominee and (ii) on and after the Emergence Date, the occurrence of a “Change of Control” (as such term is defined in the Post-Emergence Senior Credit Facilities) with respect to Hertz;

(j)                 other than as a result of a Series 2020-1 Permitted Lien, the Trustee for any reason ceases to have a valid and perfected first priority security interest in the Series 2020-1 Collateral (other than the Series 2020-1 Reserve Account Collateral, the Series 2020-1 L/C Cash Collateral Account Collateral or any Series 2020-1 Letter of Credit) or HVIF or any Affiliate thereof so asserts in writing;

(k)                on and after the Emergence Date, the occurrence of a Hertz Senior Credit Facility Default;

(l)                 either of HVIF or the HVIF Administrator fails to comply with any of its other agreements or covenants in the Series 2020-1 Notes or any Series 2020-1 Related Document and the failure to so comply materially and adversely affects the interests of the Series 2020-1 Noteholders and continues to materially and adversely affect the interests of the Series 2020-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which an Authorized Officer of HVIF obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVIF by the Trustee or to HVIF and the Trustee by the Controlling Party;

(m)              (i) any representation made by HVIF in any Series 2020-1 Related Document is false or (ii)(A) any representation made by the HVIF Administrator herein or (B) any schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of the HVIF Administrator to the Administrative Agent and the Controlling Party pursuant to Section 28 of Annex 2 hereto, in the case of either the preceding clause (A) or (B), is false or misleading on the date as of which the facts therein set forth are stated or certified, and, in the case of either the preceding clauses (i) or (ii), such falsity materially and adversely affects the interests of the Series 2020-1 Noteholders and such falsity is not cured for a period of thirty (30) consecutive days after the earlier of (x) the date on which an Authorized Officer of HVIF or the HVIF Administrator, as the case may be, obtains actual knowledge thereof or (y) the date that written notice thereof is given to HVIF or the HVIF Administrator, as the case may be, by the Trustee or to HVIF or the HVIF Administrator, as the case may be, and to the Trustee by the Controlling Party;

(n)                on and after the Series 2020-1 Closing Date to but excluding the Emergence Date, (1) an order is entered converting any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code or (2) an order is entered dismissing any of the Chapter 11 Cases (other than any dismissal after the Emergence Date), in either such case of the foregoing clause (1) or (2), without the consent of the Controlling Party;

(o)                on and after the Series 2020-1 Closing Date to but excluding the Emergence Date, a trustee or examiner having expanded powers (beyond those set forth in Sections 1106(a)(3) and 1106(a)(4) of the Bankruptcy Code) under Section 1104 of the Bankruptcy Code (other than a fee examiner) is appointed in any of the Chapter 11 Cases;

(p)                on and after the Series 2020-1 Closing Date to but excluding the Emergence Date, the failure to achieve any Chapter 11 Milestone; provided that if the lenders party to the DIP Credit Agreement forbear from remedies on, or waive or amend, the applicable Chapter 11 Milestone(s), any such Chapter 11 Milestone hereunder shall be automatically waived or so amended without any further action required by the parties hereto;

(q)                on and after the Series 2020-1 Closing Date to but excluding the Emergence Date, the entry of an order reversing, vacating or otherwise modifying the ABS DIP Facility Order without the consent of the Controlling Party;

(r)                 on and after the Series 2020-1 Closing Date to but excluding the Emergence Date, the entry of an order granting any party in interest in the Chapter 11 Cases (other than the Trustee, the Collateral Agent or any Apollo Entity as a Series 2020-1 Noteholder) relief from the automatic stay in the Chapter 11 Cases in a manner that would be adverse in any material respect to the interests of the Trustee, the Collateral Agent, the Controlling Party or any Series 2020-1 Noteholder (solely in its capacity as a Series 2020-1 Noteholder) without the written consent of the Controlling Party;

(s)                 on and after the Series 2020-1 Closing Date to but excluding the Emergence Date, either the filing of (i) any Chapter 11 Plan by a Debtor (or by any other Person that has not been opposed, contested or objected to by one or more of the Debtors within thirty (30) days of the filing thereof) with respect to any of the Chapter 11 Cases (or seeking approval of a disclosure statement related to any such Chapter 11 Plan) or (ii) any motion seeking approval of a sale of all or substantially all of the assets of the Debtors’, any plan support agreement or any other asset purchase agreement or similar agreement, in each case under clauses (i) and (ii), that (A) eliminates or modifies the Debtors’ obligations or respective ability to perform its obligations under any Series 2020-1 Related Document in a manner adverse in any material respect to the Trustee, the Collateral Agent, the Controlling Party or any Series 2020-1 Noteholder (solely in its capacity as a Series 2020-1 Noteholder), (B) adversely impacts the Series 2020-1 Collateral or the security interest of the Trustee therein, (C) has a Material Adverse Effect on either HVIF’s right, title and interest in the HVIF Vehicles or HVIF’s ability to grant a security interest in any assets, property and interests in property acquired after the Series 2020-1 Closing Date that would constitute Series 2020-1 Collateral, or (D) has a Material Adverse Effect on the validity or enforceability of any Series 2020-1 Related Documents;

(t)                 on and after the Series 2020-1 Closing Date to but excluding the Emergence Date, the exercise by any creditor of the Debtors (other than the Trustee, the Collateral Agent, the Controlling Party or any Apollo Entity as a Series 2020-1 Noteholder, in accordance with the Series 2020-1 Related Documents) of any rights and remedies against (i) the Series 2020-1 Collateral or (ii) HVIF or any debtor in the Chapter 11 Cases in any manner that is materially adverse to the interests of the Trustee, the Collateral Agent or any such Apollo Entity as a Series 2020-1 Noteholder;

(u)                (i) the Servicer fails to comply with its obligations under the HVIF Back-Up Disposition Agent Agreement and the failure to so comply materially and adversely affects the interests of the Series 2020-1 Noteholders or (ii) the HVIF Back-Up Disposition Agent Agreement or any material portion thereof ceases, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 2020-1 Related Documents), in either case of the foregoing clause (i) or (ii), for a period of thirty (30) consecutive days after the earlier of (x) the date on which HVIF obtains actual knowledge thereof or (y) the date of written notice of such failure, requiring the same to be remedied, shall have been given to HVIF by the Trustee (at the direction of the Required Controlling Class Series 2020-1 Noteholders) or to HVIF and the Trustee by the Controlling Party; or

(v)                (i) either of HVIF or the HVIF Administrator fails to comply with its respective obligations under the HVIF Back-Up Administration Agreement and the failure to so comply materially adversely affects the interests of the Series 2020-1 Noteholders or (ii) the HVIF Back-Up Administration Agreement or any material portion thereof ceases, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 2020-1 Related Documents), in either such case of the foregoing clause (i) or (ii), for a period of thirty (30) consecutive days after the earlier of (x) the date on which HVIF or the HVIF Administrator, as applicable, obtains actual knowledge thereof or (y) the date of written notice of such failure, requiring the same to be remedied, shall have been given to HVIF by the Trustee (at the direction of the Required Controlling Class Series 2020-1 Noteholders) or to HVIF and the Trustee by the Controlling Party.

Section 7.2.       Effects of Amortization Events.

(a)                Declaration. In the case of any event described in Section 7.1 of this Series 2020-1 Supplement, so long as such event is continuing, the Required Controlling Class Series 2020-1 Noteholders may, by written notice to HVIF and the Trustee, declare that an Amortization Event with respect to the Series 2020-1 Notes has occurred as of the date of the notice.

(b)                Specific Provisions

(i)               An Amortization Event with respect to the Series 2020-1 Notes described in Sections 7.1(a) through (d) and (n) through (t) of this Series 2020-1 Supplement or described in Sections 9.1(e), (f) and (g) of the Base Indenture may be waived solely with the written consent of the Controlling Party.

(ii)               An Amortization Event with respect to the Series 2020-1 Notes described in Section 7.1(e), Section 7.1(l) (solely with respect to any agreement, covenant or provision in the Series 2020-1 Notes or any other Series 2020-1 Related Document the amendment or modification of which requires the consent of Series 2020-1 Noteholders holding more than 66⅔% of the Series 2020-1 Principal Amount or that otherwise prohibits HVIF from taking any action without the consent of Series 2020-1 Noteholders holding more than 66⅔% of the Series 2020-1 Principal Amount) or Section 7.1(u) (solely with respect to any agreement, covenant or provision in the HVIF Back-Up Disposition Agent Agreement the amendment or modification of which requires the consent of Series 2020-1 Noteholders holding more than 66⅔% of the Series 2020-1 Principal Amount or that otherwise prohibits HVIF from taking any action without the consent of Series 2020-1 Noteholders holding more than 66⅔% of the Series 2020-1 Principal Amount) may be waived solely with the written consent of the Required Unanimous Controlling Class Series 2020-1 Noteholders.

(iii)             An Amortization Event with respect to the Series 2020-1 Notes described in Sections 7.1(f) through (k), (m) and (v), Section 7.1(l) (other than with respect to any agreement, covenant or provision in the Series 2020-1 Notes or any other Series 2020-1 Related Document the amendment or modification of which requires the consent of Series 2020-1 Noteholders holding more than 66⅔% of the Series 2020-1 Principal Amount or that otherwise prohibits HVIF from taking any action without the consent of Series 2020-1 Noteholders holding more than 66⅔ of the Series 2020-1 Principal Amount) or Section 7.1(u) (other than with respect to any agreement, covenant or provision in the HVIF Back-Up Disposition Agent Agreement the amendment or modification of which requires the consent of Series 2020-1 Noteholders holding more than 66⅔% of the Series 2020-1 Principal Amount or that otherwise prohibits HVIF from taking any action without the consent of Series 2020-1 Noteholders holding more than 66⅔% of the Series 2020-1 Principal Amount) may be waived solely with the written consent of the Required Supermajority Controlling Class Series 2020-1 Noteholders.

Notwithstanding anything herein to the contrary, and for the avoidance of doubt, an Amortization Event with respect to the Series 2020-1 Notes described in any of Section 7.1 (f), (g), (h), or (j) above shall be curable at any time.

Article VIII

FORM OF SERIES 2020-1 NOTES

The Class A Notes will be issued in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-1 hereto, and will be sold to the Class A Noteholders pursuant to and in accordance with the terms hereof and shall be duly executed by HVIF and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture. The Class B Notes will be issued in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-2 hereto, and will be sold to the Class B Noteholders pursuant to and in accordance with the terms hereof and shall be duly executed by HVIF and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture.

The Trustee shall, or shall cause the Registrar to, record all Class A Advances and Decreases with respect to Class A Notes such that the principal amount of the Class A Notes that are outstanding accurately reflects all such Class A Advances and Decreases with respect to Class A Notes. The Trustee shall, or shall cause the Registrar to, record all Class B Advances and Decreases with respect to Class B Notes such that the principal amount of the Class B Notes that are outstanding accurately reflects all such Class B Advances and Decreases with respect to Class B Notes.

(a)                Each Series 2020-1 Note shall bear the following legend:

THIS SERIES 2020-1 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 INTERIM FINANCING LLC, A SPECIAL PURPOSE LIMITED LIABILITY COMPANY ESTABLISHED UNDER THE LAWS OF DELAWARE (“HVIF” OR THE “COMPANY”), THAT SUCH SERIES 2020-1 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 HVIF, (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 BASE INDENTURE, THE SERIES 2020-1 SUPPLEMENT AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, SUBJECT TO THE RIGHT OF HVIF, 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 2020-1 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 HVIF, 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.

(b)                Each Class B Note shall bear the following legend:

EACH HOLDER OF THIS SERIES 2020-1 NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED TO REPRESENT, WARRANT AND AGREE THAT (1) IT IS NOT, AND IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS THIS NOTE OR INTEREST HEREIN WILL NOT BE, AND WILL NOT BE ACTING ON BEHALF OF), A BENEFIT PLAN INVESTOR, UNLESS SUCH HOLDER OBTAINS THE WRITTEN CONSENT OF THE ISSUER, AND (2) IF IT IS A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN, (I) IT IS NOT, AND FOR SO LONG AS IT HOLDS THIS NOTE OR INTEREST HEREIN IT WILL NOT BE, SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW OR REGULATION THAT COULD CAUSE THE UNDERLYING ASSETS OF THE ISSUER TO BE TREATED AS ASSETS OF THE INVESTOR IN ANY NOTE (OR INTEREST THEREIN) BY VIRTUE OF ITS INTEREST AND THEREBY SUBJECT THE ISSUER TO LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) AND/OR SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (“SIMILAR LAW”), AND (II) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A VIOLATION OF ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE (“OTHER PLAN LAW”). “BENEFIT PLAN INVESTOR” MEANS A BENEFIT PLAN INVESTOR, AS DEFINED IN SECTION 3(42) OF ERISA, AND INCLUDES (A) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO THE PROVISIONS OF PART 4 OF SUBTITLE B OF TITLE I OF ERISA, (B) A PLAN TO WHICH SECTION 4975 OF THE CODE APPLIES, OR (C) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY SUCH AN EMPLOYEE BENEFIT PLAN OR PLAN’S INVESTMENT IN SUCH ENTITY. ANY PURPORTED TRANSFER OF THIS NOTE IN VIOLATION OF THE REQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BE NULL AND VOID AB INITIO.

The required legends set forth above shall not be removed from the Series 2020-1 Notes except as provided herein.

The Series 2020-1 Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Series 2020-1 Notes, as evidenced by their execution of the Series 2020-1 Notes. The Series 2020-1 Notes may be produced in any manner, all as determined by the officers executing such Series 2020-1 Notes, as evidenced by their execution of such Series 2020-1 Notes.

Article IX

TRANSFERS, REPLACEMENTS AND ASSIGNMENTS

Section 9.1.       Transfer of Series 2020-1 Notes.

(a)                Other than in accordance with this Article IX, the Series 2020-1 Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by the Series 2020-1 Noteholders.

(b)                Subject to the terms and restrictions set forth in the Base Indenture and this Series 2020-1 Supplement (including, without limitation, Section 9.2), the holder of any Series 2020-1 Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering such Series 2020-1 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 HVIF and the Registrar by, the holder thereof and accompanied by a certificate substantially in the form of Exhibit E hereto; provided that if the holder of any Series 2020-1 Note transfers, in whole or in part, its interest in any Series 2020-1 Note pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit G hereto, then such Series 2020-1 Noteholder will not be required to submit a certificate substantially in the form of Exhibit E hereto upon transfer of its interest in such Series 2020-1 Note; provided further that, notwithstanding anything to the contrary contained in this Series 2020-1 Supplement, no Series 2020-1 Note shall be transferrable to any Disqualified Party without the prior written consent of an Authorized Officer of HVIF, which consent may be withheld for any reason in HVIF’s sole and absolute discretion. In exchange for any Series 2020-1 Note properly presented for transfer, HVIF shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Series 2020-1 Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any Series 2020-1 Note in part, HVIF shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Series 2020-1 Notes for the aggregate principal amount that was not transferred. No transfer of any Series 2020-1 Note shall be made unless the request for such transfer is made by the Series 2020-1 Noteholder at such office. Neither HVIF nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of transferred Series 2020-1 Notes, the Trustee shall recognize the Holders of such Series 2020-1 Note as Series 2020-1 Noteholders.

(c)                The transfer by a Series 2020-1 Noteholder holding a beneficial interest in a Class B Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in such Class B Note shall be made upon receipt by the Registrar, at the office of the Registrar, of a certificate in substantially the form set forth in Exhibit N hereto containing the representations of such Person who wishes to take delivery of such beneficial interest in such Class B Note. Any transfer that occurs without delivery of the certificate referred to in the immediately preceding sentence will be void ab initio.

Section 9.2.       Assignments.

(a)                Assignments. Any Series 2020-1 Noteholder may at any time sell all or any part of its rights and obligations under this Series 2020-1 Supplement and the Series 2020-1 Notes, with the prior written consent of HVIF, which consent shall not be unreasonably withheld, to one or more financial institutions (a “Acquiring Noteholder”) pursuant to an assignment and assumption agreement, substantially in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by such Acquiring Noteholder, such assigning Series 2020-1 Noteholder and HVIF and delivered to the Administrative Agent; provided that, the consent of HVIF to any such assignment shall not be required (A) after the occurrence of an Amortization Event with respect to the Series 2020-1 Notes or (B) if such Acquiring Noteholder is either (x) an Affiliate of such assigning Series 2020-1 Noteholder or (y) in the case of an Apollo Holder, either (I) an Affiliate of Apollo Global Management, Inc. or (II) an entity owned, controlled, managed and/or advised by Apollo Global Management, Inc. or an Affiliate of Apollo Global Management, Inc.; provided further, that HVIF may withhold its consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to a potential Acquiring Noteholder that is a Disqualified Party.

(b)                Participations. Any Series 2020-1 Noteholder may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more financial institutions or other entities (“Participants”) participations in its respective Class A Noteholder Percentage or Class B Noteholder Percentage, as applicable, of its Maximum Principal Amount, its Series 2020-1 Note and its rights hereunder (or, in each case, a portion thereof) pursuant to documentation in form and substance satisfactory to such Series 2020-1 Noteholder and the Participant; provided, however, that (i) in the event of any such sale by a Series 2020-1 Noteholder to a Participant, (A) such Series 2020-1 Noteholder’s obligations under this Series 2020-1 Supplement shall remain unchanged, (B) such Series 2020-1 Noteholder shall remain solely responsible for the performance thereof and (C) HVIF, the Controlling Party and the Administrative Agent shall continue to deal solely and directly with such Series 2020-1 Noteholder in connection with its rights and obligations under this Series 2020-1 Supplement, (ii) no Series 2020-1 Noteholder shall sell any participating interest under which the Participant shall have any right to approve, veto, consent, waive or otherwise influence any approval, consent or waiver of such Series 2020-1 Noteholder with respect to any amendment, consent or waiver with respect to this Series 2020-1 Supplement or any other Series 2020-1 Related Document, except to the extent that the approval of such amendment, consent or waiver otherwise would require the unanimous consent of all Series 2020-1 Noteholders hereunder, and (iii) no Series 2020-1 Noteholder shall sell any participating interest to any Disqualified Party.

(c)                Disclosures. HVIF authorizes each Series 2020-1 Noteholder to disclose to any Participant or Acquiring Noteholder (each, a “Transferee”) and any prospective Transferee any and all financial information in such Series 2020-1 Noteholder’s possession concerning HVIF, the Series 2020-1 Collateral, the HVIF Administrator and the Series 2020-1 Related Documents that has been delivered to such Series 2020-1 Noteholder by HVIF in connection with such Series 2020-1 Noteholder’s credit evaluation of HVIF, the Series 2020-1 Collateral and the HVIF Administrator. For the avoidance of doubt, no Series 2020-1 Noteholder may disclose any of the foregoing information to any Transferee who is a Disqualified Party without the prior written consent of an Authorized Officer of HVIF, which consent may be withheld for any reason in HVIF’s sole and absolute discretion.

(d)                Regulatory Assignments. Notwithstanding any other provisions set forth in this Series 2020-1 Supplement, each Series 2020-1 Noteholder may at any time create a security interest in all or any portion of its rights under this Series 2020-1 Supplement, its Series 2020-1 Note and the Series 2020-1 Related Document in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entity.

Article X

THE ADMINISTRATIVE AGENT

Section 10.1.    Authorization and Action of the Administrative Agent. Each of the Series 2020-1 Noteholder has designated and appointed Deutsche Bank AG, New York Branch as the Administrative Agent under this Series 2020-1 Supplement and affirms such designation and appointment hereunder, and hereby authorizes the Administrative Agent to take such actions as agent on their behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Series 2020-1 Supplement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Series 2020-1 Noteholder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Series 2020-1 Supplement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Series 2020-1 Noteholders and does not assume nor shall it be deemed to have assumed any obligation or relationship of trust or agency with or for HVIF or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Series 2020-1 Supplement or applicable law. The appointment and authority of the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of the Series 2020-1 Notes and all other amounts owed by HVIF hereunder to the Series 2020-1 Noteholders (the “Aggregate Unpaids”).

Section 10.2.    Delegation of Duties. The Administrative Agent may execute any of its duties under this Series 2020-1 Supplement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Section 10.3.    Exculpatory Provisions. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be (a) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Series 2020-1 Supplement (except for its, their or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to any Series 2020-1 Noteholder for any recitals, statements, representations or warranties made by HVIF contained in this Series 2020-1 Supplement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Series 2020-1 Supplement for the due execution, legality, value, validity, effectiveness, genuineness, enforceability or sufficiency of this Series 2020-1 Supplement or any other document furnished in connection herewith, or for any failure of HVIF to perform its obligations hereunder, or for the satisfaction of any condition specified in Article II. The Administrative Agent shall not be under any obligation to any Series 2020-1 Noteholder to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Series 2020-1 Supplement, or to inspect the properties, books or records of HVIF. The Administrative Agent shall not be deemed to have knowledge of any Amortization Event, Potential Amortization Event or Series 2020-1 Liquidation Event unless the Administrative Agent has received notice from HVIF, the Controlling Party or any Series 2020-1 Noteholder.

Section 10.4.    Reliance. The Administrative Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take any action under this Series 2020-1 Supplement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of the Controlling Party or it shall first be indemnified to its satisfaction by the Controlling Party, provided that, unless and until the Administrative Agent shall have received such advice, the Administrative Agent may take or refrain from taking any action, as the Administrative Agent shall deem advisable and in the best interests of the Series 2020-1 Noteholders. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the Series 2020-1 Required Noteholders and such request and any action taken or failure to act pursuant thereto shall be binding upon the Series 2020-1 Noteholders.

Section 10.5.    Non-Reliance on the Administrative Agent and Other Purchasers. Each Series 2020-1 Noteholder expressly acknowledge that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of HVIF, shall be deemed to constitute any representation or warranty by the Administrative Agent. Each Series 2020-1 Noteholder represents and warrants to the Administrative Agent that they have and will, independently and without reliance upon the Administrative Agent and based on such documents and information as they have deemed appropriate, made their own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of HVIF and made its own decision to enter into this Series 2020-1 Supplement.

Section 10.6.    The Administrative Agent in its Individual Capacity. The Administrative Agent and any of its Affiliates may purchase, hold and transfer, as the case may be, Series 2020-1 Notes, and may otherwise make loans to, accept deposits from, and generally engage in any kind of business with HVIF or any Affiliate of HVIF as though the Administrative Agent were not the Administrative Agent hereunder.

Section 10.7.    Successor Administrative Agent. The Administrative Agent may, upon thirty (30) days’ notice to HVIF, the Controlling Party and each of the Series 2020-1 Noteholders, and the Administrative Agent will, upon the direction of the Controlling Party, resign as Administrative Agent. If the Administrative Agent shall resign, then the Controlling Party, during such 30-day period, shall appoint one of its Affiliates or an Affiliate of a Series 2020-1 Noteholder as a successor agent. If for any reason no successor Administrative Agent is appointed by the Controlling Party during such 30-day period, then effective upon the expiration of such 30-day period, HVIF for all purposes shall deal directly with the Controlling Party and the Series 2020-1 Noteholders or appoint a successor Administrative Agent. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of Section 11.4 and this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Series 2020-1 Supplement.

Article XI

GENERAL

Section 11.1.    Optional Repurchase of the Series 2020-1 Notes. The Series 2020-1 Notes shall be subject to repurchase (in whole) by HVIF at its option, upon five (5) Business Days’ prior written notice to the Trustee at any time. The repurchase price for any Series 2020-1 Note (in each case, the “Note Repurchase Amount”) shall equal the sum of:

(a)                      the Principal Amount of such Series 2020-1 Notes repurchased (determined after giving effect to any payments of principal and interest on the Payment Date immediately preceding the date of purchase pursuant to this Section 11.1(a)), plus

(b)                      all accrued and unpaid interest on such Series 2020-1 Notes repurchased through such date of repurchase under this Section 11.1; plus

(c)                       all associated Breakage Costs payable as a result of such repurchase; and

(d)                      any other amounts then due and payable to the holders of such Series 2020-1 Notes pursuant hereto.

Section 11.2.    Information.

On or before the fourth (4th) Business Day prior to each Payment Date (unless otherwise agreed to by the Trustee), HVIF shall furnish to the Trustee a Monthly HVIF Noteholders’ Statement with respect to the Series 2020-1 Notes setting forth the following information (including reasonable detail of the materially constituent terms thereof, as determined by HVIF) in any reasonable format: