HERTZ GLOBAL HOLDINGS, INC (Form: 10-Q, Received: 11/08/2018 16:32:52)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________________________________________________

FORM 10-Q



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

HERTZ GLOBAL HOLDINGS, INC.

THE HERTZ CORPORATION

(Exact name of registrant as specified in its charter)



DELAWARE	001-37665	61-1770902
DELAWARE	001-07541	13-1938568
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

	8501 Williams Road Estero, Florida 33928 (239) 301-7000
	8501 Williams Road Estero, Florida 33928 (239) 301-7000
	(Address, including Zip Code, and telephone number, including area code, of registrant's principal executive offices)

	Not Applicable
	Not Applicable
	(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Hertz Global Holdings, Inc. Yes x No o

The Hertz Corporation Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Hertz Global Holdings, Inc. Yes x No o

The Hertz Corporation Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Hertz Global Holdings, Inc.	Large accelerated filer	o	Accelerated filer	x	Non-accelerated filer	o
	Smaller reporting company	o	Emerging growth company	o
	If an emerging growth company, indicate by check mark if the registrant has not elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			o
The Hertz Corporation	Large accelerated filer	o	Accelerated filer	o	Non-accelerated filer	x
	Smaller reporting company	o	Emerging growth company	o
	If an emerging growth company, indicate by check mark if the registrant has not elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Hertz Global Holdings, Inc. Yes o No x

The Hertz Corporation Yes o No x

Indicate the number of shares outstanding as of the latest practicable date.



	Class	Shares Outstanding at	October 29, 2018
Hertz Global Holdings, Inc.	Common Stock, par value $0.01 per share	83,932,275
The Hertz Corporation	Common Stock, par value $0.01 per share	100 (100% owned by Rental Car Intermediate Holdings, LLC)

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS




		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)	1
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	49
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	74
ITEM 4.	Controls and Procedures	74
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	76
ITEM 1A.	Risk Factors	76
ITEM 2.	Unregistered Sales of Securities and Use of Proceeds	76
ITEM 3.	Defaults Upon Senior Securities	76
ITEM 4.	Mine Safety Disclosures	76
ITEM 5.	Other Information	76
ITEM 6.	Exhibits	76
SIGNATURE		77
EXHIBIT INDEX		78

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Index



		Page
Hertz Global Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017		2
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2018 and 2017		3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2018 and 2017		4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017		5
The Hertz Corporation and Subsidiaries
Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017		7
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2018 and 2017		8
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2018 and 2017		9
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017		10
Notes to the Condensed Consolidated Financial Statements
Note 1	Background	12
Note 2	Basis of Presentation and Recently Issued Accounting Pronouncements	12
Note 3	Acquisitions and Divestitures	19
Note 4	Revenue Earning Vehicles	20
Note 5	Intangible Asset Impairment	21
Note 6	Debt	21
Note 7	Revenue	27
Note 8	Income Tax (Provision) Benefit	30
Note 9	Earnings (Loss) Per Share - Hertz Global	31
Note 10	Fair Value Measurements	31
Note 11	Contingencies and Off-Balance Sheet Commitments	32
Note 12	Related Party Transactions	35
Note 13	Segment Information	36
Note 14	Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Hertz	39

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

(In millions, except par value)



	September 30, 2018			December 31, 2017
ASSETS
Cash and cash equivalents	$	761		$	1,072
Restricted cash and cash equivalents:
Vehicle	236			386
Non-vehicle	29			46
Total restricted cash and cash equivalents	265			432
Total cash, cash equivalents, restricted cash and restricted cash equivalents	1,026			1,504
Receivables:
Vehicle	796			531
Non-vehicle, net of allowance of $29 and $33, respectively	1,009			834
Total receivables, net	1,805			1,365
Prepaid expenses and other assets	991			687
Revenue earning vehicles:
Vehicles	16,972			14,574
Less accumulated depreciation	(3,395		)	(3,238		)
Total revenue earning vehicles, net	13,577			11,336
Property and equipment:
Land, buildings and leasehold improvements	1,214			1,233
Service equipment and other	786			763
Less accumulated depreciation	(1,219		)	(1,156		)
Total property and equipment, net	781			840
Other intangible assets, net	3,197			3,242
Goodwill	1,083			1,084
Total assets ^(a)	$	22,460		$	20,058
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable:
Vehicle	$	239		$	294
Non-vehicle	765			652
Total accounts payable	1,004			946
Accrued liabilities	1,306			920
Accrued taxes, net	181			160
Debt:
Vehicle	12,737			10,431
Non-vehicle	4,421			4,434
Total debt	17,158			14,865
Public liability and property damage	439			427
Deferred income taxes, net	1,145			1,220
Total liabilities ^(a)	21,233			18,538
Commitments and contingencies
Stockholders' equity:
Preferred Stock, $0.01 par value, no shares issued and outstanding	—			—
Common Stock, $0.01 par value, 86 and 86 shares issued and 84 and 84 shares outstanding	1			1
Additional paid-in capital	2,256			2,243
Accumulated deficit	(819		)	(506		)
Accumulated other comprehensive income (loss)	(135		)	(118		)
Treasury Stock, at cost, 2 shares and 2 shares	(100		)	(100		)
Total stockholders' equity attributable to Hertz Global	1,203			1,520
Noncontrolling interest	24			—
Total stockholders' equity	1,227			1,520
Total liabilities and stockholders' equity	$	22,460		$	20,058

(a)

Hertz Global Holdings, Inc.'s consolidated total assets as of September 30, 2018 and December 31, 2017 include total assets of variable interest entities (“VIEs”) of $800 million and $524 million , respectively, which can only be used to settle obligations of the VIEs. Hertz Global Holdings, Inc.'s consolidated total liabilities as of September 30, 2018 and December 31, 2017 include total liabilities of VIEs of $776 million and $524 million , respectively, for which the creditors of the VIEs have no recourse to Hertz Global Holdings, Inc. See "Special Purpose Entities" in Note 6 , " Debt ," and "Other Relationships" in Note 12 , " Related Party Transactions ," for further information.

The accompanying notes are an integral part of these financial statements.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

(In millions, except per share data)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Revenues:
Worldwide vehicle rental	$	2,584		$	2,413		$	6,694		$	6,240
All other operations	174			159			515			473
Total revenues	2,758			2,572			7,209			6,713
Expenses:
Direct vehicle and operating	1,459			1,348			4,043			3,735
Depreciation of revenue earning vehicles and lease charges, net	672			700			2,020			2,144
Selling, general and administrative	265			217			765			661
Interest expense, net:
Vehicle	115			90			336			242
Non-vehicle	73			86			218			223
Total interest expense, net	188			176			554			465
Intangible asset impairments	—			—			—			86
Other (income) expense, net	(7		)	(12		)	(36		)	19
Total expenses	2,577			2,429			7,346			7,110
Income (loss) before income taxes	181			143			(137		)	(397		)
Income tax (provision) benefit	(41		)	(50		)	12			108
Net income (loss)	140			93			(125		)	(289		)
Net (income) loss attributable to noncontrolling interests	1			—			1			—
Net income (loss) attributable to Hertz Global	$	141		$	93		$	(124	)	$	(289	)
Weighted average shares outstanding:
Basic	84			83			83			83
Diluted	84			83			83			83
Earnings (loss) per share:
Basic earnings (loss) per share	$	1.68		$	1.12		$	(1.49	)	$	(3.48	)
Diluted earnings (loss) per share	$	1.68		$	1.12		$	(1.49	)	$	(3.48	)

The accompanying notes are an integral part of these financial statements.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Unaudited

(In millions)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net income (loss)	$	140		$	93		$	(125	)	$	(289	)
Other comprehensive income (loss):
Foreign currency translation adjustments	1			9			(18		)	21
Reclassification of realized gain on securities to other (income) expense	—			—			—			(3		)
Reclassification of foreign currency items to other (income) expense, net	(1		)	8			(1		)	8
Net gain (loss) on defined benefit pension plans	(1		)	(3		)	1			(7		)
Reclassification from other comprehensive income (loss) to selling, general and administrative expense for amortization of actuarial (gains) losses on defined benefit pension plans	—			1			—			3
Reclassification from other comprehensive income (loss) to other income/expense for amortization of actuarial (gains) losses on defined benefit pension plans	2			—			2			—
Total other comprehensive income (loss) before income taxes	1			15			(16		)	22
Income tax (provision) benefit related to reclassified amounts of net periodic costs on defined benefit pension plans	(1		)	—			(1		)	(1		)
Total other comprehensive income (loss)	—			15			(17		)	21
Total comprehensive income (loss)	140			108			(142		)	(268		)
Comprehensive (income) loss attributable to noncontrolling interests	1			—			1			—
Comprehensive income (loss) attributable to Hertz Global	$	141		$	108		$	(141	)	$	(268	)

The accompanying notes are an integral part of these financial statements.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(In millions)



	Nine Months Ended September 30,
	2018			2017
Cash flows from operating activities:
Net income (loss)	$	(125	)	$	(289	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation of revenue earning vehicles, net	1,952			2,089
Depreciation and amortization, non-vehicle	166			182
Amortization of deferred financing costs and debt discount (premium)	36			33
Loss on extinguishment of debt	22			8
Stock-based compensation charges	10			16
Provision for receivables allowance	29			28
Deferred income taxes, net	(39		)	(138		)
Impairment charges and asset write-downs	—			116
(Gain) loss on marketable securities	(21		)	(3		)
Gain on sale of Brazil Operations	—			(6		)
Other	1			(12		)
Changes in assets and liabilities:
Non-vehicle receivables	(217		)	(184		)
Prepaid expenses and other assets	(58		)	(25		)
Non-vehicle accounts payable	119			140
Accrued liabilities	106			(5		)
Accrued taxes, net	21			9
Public liability and property damage	15			18
Net cash provided by (used in) operating activities	2,017			1,977
Cash flows from investing activities:
Revenue earning vehicles expenditures	(10,076		)	(8,683		)
Proceeds from disposal of revenue earning vehicles	5,378			5,285
Capital asset expenditures, non-vehicle	(119		)	(124		)
Proceeds from property and other equipment disposed of or to be disposed of	47			18
Proceeds from sale of Brazil Operations, net of retained cash	—			94
Purchases of marketable securities	(60		)	—
Sales of marketable securities	36			9
Other	(5		)	(4		)
Net cash provided by (used in) investing activities	(4,799		)	(3,405		)

The accompanying notes are an integral part of these financial statements.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Unaudited

(In millions)



	Nine Months Ended September 30,
	2018			2017
Cash flows from financing activities:
Proceeds from issuance of vehicle debt	11,871			6,907
Repayments of vehicle debt	(9,525		)	(5,887		)
Proceeds from issuance of non-vehicle debt	387			2,100
Repayments of non-vehicle debt	(398		)	(986		)
Payment of financing costs	(30		)	(43		)
Early redemption premium payment	(19		)	(5		)
Contributions from noncontrolling interest owners	25			—
Other	(3		)	(1		)
Net cash provided by (used in) financing activities	2,308			2,085
Effect of foreign currency exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	(4		)	26
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents during the period	(478		)	683
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	1,504			1,094
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	1,026		$	1,777

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized:
Vehicle	$	268		$	212
Non-vehicle	171			164
Income taxes, net of refunds	15			40
Supplemental disclosures of non-cash information:
Purchases of revenue earning vehicles included in accounts payable and accrued liabilities, net of incentives	$	101		$	69
Sales of revenue earning vehicles included in receivables	658			443
Purchases of non-vehicle capital assets included in accounts payable	43			49
Sales of non-vehicle capital assets included in receivables	3			1
Receivable on sale of Brazil Operations	—			13
Revenue earning vehicles and non-vehicle capital assets acquired through capital lease	17			24

The accompanying notes are an integral part of these financial statements.

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

(In millions, except par value and share data)



	September 30, 2018			December 31, 2017
ASSETS
Cash and cash equivalents	$	761		$	1,072
Restricted cash and cash equivalents:
Vehicle	236			386
Non-vehicle	29			46
Total restricted cash and cash equivalents	265			432
Total cash, cash equivalents, restricted cash and restricted cash equivalents	1,026			1,504
Receivables:
Vehicle	796			531
Non-vehicle, net of allowance of $29 and $33, respectively	1,009			834
Total receivables, net	1,805			1,365
Prepaid expenses and other assets	991			687
Revenue earning vehicles:
Vehicles	16,972			14,574
Less accumulated depreciation	(3,395		)	(3,238		)
Total revenue earning vehicles, net	13,577			11,336
Property and equipment:
Land, buildings and leasehold improvements	1,214			1,233
Service equipment and other	786			763
Less accumulated depreciation	(1,219		)	(1,156		)
Total property and equipment, net	781			840
Other intangible assets, net	3,197			3,242
Goodwill	1,083			1,084
Total assets ^(a)	$	22,460		$	20,058
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable:
Vehicle	$	239		$	294
Non-vehicle	765			652
Total accounts payable	1,004			946
Accrued liabilities	1,306			920
Accrued taxes, net	181			160
Debt:
Vehicle	12,737			10,431
Non-vehicle	4,421			4,434
Total debt	17,158			14,865
Public liability and property damage	439			427
Deferred income taxes, net	1,146			1,220
Total liabilities ^(a)	21,234			18,538
Commitments and contingencies
Stockholder's equity:
Common Stock, $0.01 par value, 100 shares issued and outstanding	—			—
Additional paid-in capital	3,183			3,166
Due from affiliate	(50		)	(42		)
Accumulated deficit	(1,796		)	(1,486		)
Accumulated other comprehensive income (loss)	(135		)	(118		)
Total stockholder's equity attributable to Hertz	1,202			1,520
Noncontrolling interest	24			—
Total stockholder's equity	1,226			1,520
Total liabilities and stockholder's equity	$	22,460		$	20,058

(a)

The Hertz Corporation's consolidated total assets as of September 30, 2018 and December 31, 2017 include total assets of variable interest entities (“VIEs”) of $800 million and $524 million , respectively, which can only be used to settle obligations of the VIEs. The Hertz Corporation's consolidated total liabilities as of September 30, 2018 and December 31, 2017 include total liabilities of VIEs of $776 million and $524 million , respectively, for which the creditors of the VIEs have no recourse to the Hertz Corporation. See "Special Purpose Entities" in Note 6 , " Debt ," and "Other Relationships" in Note 12 , " Related Party Transactions ," for further information.

The accompanying notes are an integral part of these financial statements.

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

(In millions)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Revenues:
Worldwide vehicle rental	$	2,584		$	2,413		$	6,694		$	6,240
All other operations	174			159			515			473
Total revenues	2,758			2,572			7,209			6,713
Expenses:
Direct vehicle and operating	1,459			1,348			4,043			3,735
Depreciation of revenue earning vehicles and lease charges, net	672			700			2,020			2,144
Selling, general and administrative	265			217			765			661
Interest expense, net:
Vehicle	115			90			336			242
Non-vehicle	71			85			213			219
Total interest expense, net	186			175			549			461
Intangible asset impairments	—			—			—			86
Other (income) expense, net	(7		)	(12		)	(36		)	19
Total expenses	2,575			2,428			7,341			7,106
Income (loss) before income taxes	183			144			(132		)	(393		)
Income tax (provision) benefit	(42		)	(50		)	10			107
Net income (loss)	141			94			(122		)	(286		)
Net (income) loss attributable to noncontrolling interests	1			—			1			—
Net income (loss) attributable to Hertz	$	142		$	94		$	(121	)	$	(286	)

The accompanying notes are an integral part of these financial statements.

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Unaudited

(In millions)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net income (loss)	$	141		$	94		$	(122	)	$	(286	)
Other comprehensive income (loss):
Foreign currency translation adjustments	1			9			(18		)	21
Reclassification of realized gain on securities to other (income) expense	—			—			—			(3		)
Reclassification of foreign currency items to other (income) expense, net	(1		)	8			(1		)	8
Net gain (loss) on defined benefit pension plans	(1		)	(3		)	1			(7		)
Reclassification from other comprehensive income (loss) to selling, general and administrative expense for amortization of actuarial (gains) losses on defined benefit pension plans	—			1			—			3
Reclassification from other comprehensive income (loss) to other income/expense for amortization of actuarial (gains) losses on defined benefit pension plans	2			—			2			—
Total other comprehensive income (loss) before income taxes	1			15			(16		)	22
Income tax (provision) benefit related to reclassified amounts of net periodic costs on defined benefit pension plans	(1		)	—			(1		)	(1		)
Total other comprehensive income (loss)	—			15			(17		)	21
Total comprehensive income (loss)	141			109			(139		)	(265		)
Comprehensive (income) loss attributable to noncontrolling interests	1			—			1			—
Comprehensive income (loss) attributable to Hertz	$	142		$	109		$	(138	)	$	(265	)

The accompanying notes are an integral part of these financial statements.

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(In millions)



	Nine Months Ended September 30,
	2018			2017
Cash flows from operating activities:
Net income (loss)	$	(122	)	$	(286	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation of revenue earning vehicles, net	1,952			2,089
Depreciation and amortization, non-vehicle	166			182
Amortization of deferred financing costs and debt discount (premium)	36			33
Loss on extinguishment of debt	22			8
Stock-based compensation charges	10			16
Provision for receivables allowance	29			28
Deferred income taxes, net	(38		)	(137		)
Impairment charges and asset write-downs	—			116
(Gain) loss on marketable securities	(21		)	(3		)
Gain on sale of Brazil Operations	—			(6		)
Other	1			(12		)
Changes in assets and liabilities:
Non-vehicle receivables	(217		)	(184		)
Prepaid expenses and other assets	(58		)	(25		)
Non-vehicle accounts payable	119			140
Accrued liabilities	106			(5		)
Accrued taxes, net	21			9
Public liability and property damage	15			18
Net cash provided by (used in) operating activities	2,021			1,981
Cash flows from investing activities:
Revenue earning vehicles expenditures	(10,076		)	(8,683		)
Proceeds from disposal of revenue earning vehicles	5,378			5,285
Capital asset expenditures, non-vehicle	(119		)	(124		)
Proceeds from property and other equipment disposed of or to be disposed of	47			18
Proceeds from sale of Brazil Operations, net of retained cash	—			94
Purchases of marketable securities	(60		)	—
Sales of marketable securities	36			9
Other	(5		)	(4		)
Net cash provided by (used in) investing activities	(4,799		)	(3,405		)

The accompanying notes are an integral part of these financial statements.

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(In millions)



	Nine Months Ended September 30,
	2018			2017
Cash flows from financing activities:
Proceeds from issuance of vehicle debt	11,871			6,907
Repayments of vehicle debt	(9,525		)	(5,887		)
Proceeds from issuance of non-vehicle debt	387			2,100
Repayments of non-vehicle debt	(398		)	(986		)
Payment of financing costs	(30		)	(43		)
Early redemption premium payment	(19		)	(5		)
Advances to Hertz Holdings	(7		)	(4		)
Contributions from noncontrolling interest owners	25			—
Other	—			(1		)
Net cash provided by (used in) financing activities	2,304			2,081
Effect of foreign currency exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	(4		)	26
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents during the period	(478		)	683
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	1,504			1,094
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	1,026		$	1,777

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized:
Vehicle	$	268		$	212
Non-vehicle	171			164
Income taxes, net of refunds	15			40
Supplemental disclosures of non-cash information:
Purchases of revenue earning vehicles included in accounts payable and accrued liabilities, net of incentives	$	101		$	69
Sales of revenue earning vehicles included in receivables	658			443
Purchases of non-vehicle capital assets included in accounts payable	43			49
Sales of non-vehicle capital assets included in receivables	3			1
Receivable on sale of Brazil Operations	—			13
Revenue earning vehicles and non-vehicle capital assets acquired through capital lease	17			24

The accompanying notes are an integral part of these financial statements.

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THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

Note 1 — Background

Hertz Global Holdings, Inc. ("Hertz Global" when including its subsidiaries and variable interest entities and "Hertz Holdings" excluding its subsidiaries and variable interest entities) was incorporated in Delaware in 2015 to serve as the top-level holding company for Rental Car Intermediate Holdings, LLC, which wholly owns The Hertz Corporation ("Hertz" and interchangeably with Hertz Global, the "Company"), Hertz Global's primary operating company. Hertz was incorporated in Delaware in 1967 and is a successor to corporations that have been engaged in the vehicle rental and leasing business since 1918. Hertz operates its vehicle rental business globally primarily through the Hertz, Dollar and Thrifty brands from company-owned, licensee and franchisee locations in the United States ("U.S."), Africa, Asia, Australia, Canada, the Caribbean, Europe, Latin America, the Middle East and New Zealand. Through its Donlen subsidiary, Hertz provides vehicle leasing and fleet management services.

Note 2 — Basis of Presentation and Recently Issued Accounting Pronouncements

Basis of Presentation

This Quarterly Report on Form 10-Q combines the quarterly reports on Form 10-Q for the quarterly period ended September 30, 2018 of Hertz Global and Hertz. Hertz Global consolidates Hertz for financial statement purposes, therefore, disclosures that relate to activities of Hertz also apply to Hertz Global. In the sections that combine disclosure of Hertz Global and Hertz, this report refers to actions as being actions of the Company, or Hertz Global, which is appropriate because the business is one enterprise and Hertz Global operates the business through Hertz. When appropriate, Hertz Global and Hertz are named specifically for their individual disclosures and any significant differences between the operations and results of Hertz Global and Hertz are separately disclosed and explained.

The Company's unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Actual results could differ materially from those estimates.

The December 31, 2017 unaudited condensed consolidated balance sheet data is derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with information included in the Company's Form 10‑K for the year ended December 31, 2017 (the "2017 Form 10‑K"), as filed with the Securities and Exchange Commission ("SEC") on February 27, 2018. Certain prior period amounts have been reclassified to conform with current period presentation.

As disclosed below in "Recently Issued Accounting Pronouncements," the Company adopted the financial statement disclosure guidance "Restricted Cash" on January 1, 2018.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Principles of Consolidation

The unaudited condensed consolidated financial statements of Hertz Global include the accounts of Hertz Global and its wholly owned and majority owned U.S. and international subsidiaries. The unaudited condensed consolidated financial statements of Hertz include the accounts of Hertz and its wholly owned and majority owned U.S. and international subsidiaries. The Company is the primary beneficiary of certain variable interest entities, therefore, the assets, liabilities, results of operations and cash flows of the variable interest entities are included in the Company's unaudited condensed consolidated financial statements. The Company accounts for its investment in joint ventures using the equity method when it has significant influence but not control and is not the primary beneficiary. All significant intercompany transactions have been eliminated in consolidation.

Out of Period Adjustments

The Company identified a misstatement in its 2016 financial statements, related to the income tax provision, that it corrected in the second quarter of 2017. The cumulative impact of the adjustment was an increase in net loss of approximately $10 million . There was no impact to loss before income taxes. The misstatement related to an error in the tax provision for U.S. income of a foreign equity investment transaction for fiscal year 2016. The Company considered both quantitative and qualitative factors in assessing the materiality of the item and determined that the misstatement was not material to any prior period and not material to the nine months ended September 30, 2017.

Recently Issued Accounting Pronouncements

Adopted

Revenue from Contracts with Customers

In May 2014, the Financial Accounting Standards Board (the "FASB") issued guidance that replaced most existing revenue recognition guidance in U.S. GAAP. The FASB also issued several amendments and updates to the new revenue standard (collectively, “Topic 606”). Topic 606 applies to all contracts with customers except for leases, insurance contracts, financial instruments, certain nonmonetary exchanges and certain guarantees. The core principle of Topic 606 is that an entity should recognize revenue from customers for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services, as well as when an entity should recognize revenue gross as a principal or net as an agent and how an entity should identify performance obligations. Topic 606 requires disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The Company adopted Topic 606 on the effective date, January 1, 2018, using a modified retrospective approach applied to all contracts. Prior periods have not been retrospectively adjusted.

The impact to the Company’s financial position, results of operations and cash flows is primarily for revenue associated with the redemption of points earned by customers under the Company’s loyalty programs (“loyalty points”). For transactions that generate loyalty points to the customer, a portion of revenue is deferred until the loyalty points are redeemed by the customer. The amount of revenue deferred is equivalent to the retail value of each loyalty point less an estimated amount representing loyalty points that are not expected to be redeemed.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

The cumulative effect of applying the new guidance to all contracts with customers that were not completed as of January 1, 2018 has been recorded as an adjustment to accumulated deficit, net of tax, as of the adoption date as follows:

Hertz Global



(In millions)	Deferred income taxes, net			Accrued liabilities		Total liabilities		Accumulated deficit			Total equity			Total liabilities and equity
As of December 31, 2017	$	1,220		$	920	$	18,538	$	(506	)	$	1,520		$	20,058
Effect of Adopting ASC 606	(51		)	240		189		(189		)	(189		)	—
As of January 1, 2018	$	1,169		$	1,160	$	18,727	$	(695	)	$	1,331		$	20,058

Hertz



(In millions)	Deferred income taxes, net			Accrued liabilities		Total liabilities		Accumulated deficit			Total equity			Total liabilities and equity
As of December 31, 2017	$	1,220		$	920	$	18,538	$	(1,486	)	$	1,520		$	20,058
Effect of Adopting ASC 606	(51		)	240		189		(189		)	(189		)	—
As of January 1, 2018	$	1,169		$	1,160	$	18,727	$	(1,675	)	$	1,331		$	20,058

As disclosed above, the Company adopted Topic 606 on a modified retrospective basis, therefore, historical financial information has not been restated for comparative purposes and continues to be reported under the accounting standards in effect for those periods (“legacy guidance”). The following table presents the amounts for line items in the Company’s unaudited condensed consolidated balance sheet, statement of operations and cash flows impacted by the adoption of Topic 606 as compared to the amounts that would have been recognized in accordance with legacy guidance. The impact to the Company's unaudited condensed consolidated statement of comprehensive income (loss) is comprised solely of the impact to net income (loss) as shown in the table below:

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Hertz Global



(In millions, except per share data)	As Reported			Effect of Adoption Increase (Decrease)			Balances Without Adoption
Unaudited Condensed Consolidated Balance Sheet as of September 30, 2018:
Accrued liabilities	$	1,306		$	245		$	1,061
Deferred income taxes, net	1,145			(53		)	1,198
Total liabilities	21,233			192			21,041
Accumulated deficit	(819		)	(192		)	(627		)
Total stockholders' equity	1,227			(192		)	1,419
Unaudited Condensed Consolidated Statement of Operations for the Three Months Ended September 30, 2018:
Worldwide vehicle rental revenues	$	2,584		$	(7	)	$	2,591
Selling, general and administrative expense	265			(1		)	266
Income (loss) before income taxes	181			(6		)	187
Income tax (provision) benefit	(41		)	—			(41		)
Net income (loss)	140			(6		)	146
Net (income) loss attributable to noncontrolling interests	1			—			1
Net income (loss) attributable to Hertz Global	141			(6		)	147
Basic earnings (loss) per share	1.68			(0.07		)	1.75
Diluted earnings (loss) per share	1.68			(0.07		)	1.75
Unaudited Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2018:
Worldwide vehicle rental revenues	$	6,694		$	(6	)	$	6,700
Selling, general and administrative expense	765			(1		)	766
Income (loss) before income taxes	(137		)	(5		)	(132		)
Income tax (provision) benefit	12			2			10
Net income (loss)	(125		)	(3		)	(122		)
Net (income) loss attributable to noncontrolling interests	1			—			1
Net income (loss) attributable to Hertz Global	(124		)	(3		)	(121		)
Basic earnings (loss) per share	(1.49		)	(0.04		)	(1.45		)
Diluted earnings (loss) per share	(1.49		)	(0.04		)	(1.45		)
Unaudited Condensed Consolidated Statement of Cash Flow for the Nine Months Ended September 30, 2018:
Cash flows from operating activities:
Net income (loss)	$	(125	)	$	(3	)	$	(122	)
Deferred income taxes, net	(39		)	(2		)	(37		)
Accrued liabilities	106			5			101

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Hertz



(In millions, except per share data)	As Reported			Effect of Adoption Increase (Decrease)			Balances Without Adoption
Unaudited Condensed Consolidated Balance Sheet as of September 30, 2018:
Accrued liabilities	$	1,306		$	245		$	1,061
Deferred income taxes, net	1,146			(53		)	1,199
Total liabilities	21,234			192			21,042
Accumulated deficit	(1,796		)	(192		)	(1,604		)
Total stockholders' equity	1,226			(192		)	1,418
Unaudited Condensed Consolidated Statement of Operations for the Three Months Ended September 30, 2018:
Worldwide vehicle rental revenues	$	2,584		$	(7	)	$	2,591
Selling, general and administrative expense	265			(1		)	266
Income (loss) before income taxes	183			(6		)	189
Income tax (provision) benefit	(42		)	—			(42		)
Net income (loss)	141			(6		)	147
Net (income) loss attributable to noncontrolling interests	1			—			1
Net income (loss) attributable to Hertz	142			(6		)	148
Unaudited Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2018:
Worldwide vehicle rental revenues	$	6,694		$	(6	)	$	6,700
Selling, general and administrative expense	765			(1		)	766
Income (loss) before income taxes	(132		)	(5		)	(127		)
Income tax (provision) benefit	10			2			8
Net income (loss)	(122		)	(3		)	(119		)
Net (income) loss attributable to noncontrolling interests	1			—			1
Net income (loss) attributable to Hertz	(121		)	(3		)	(118		)
Unaudited Condensed Consolidated Statement of Cash Flow for the Nine Months Ended September 30, 2018:
Cash flows from operating activities:
Net income (loss)	$	(122	)	$	(3	)	$	(119	)
Deferred income taxes, net	(38		)	(2		)	(36		)
Accrued liabilities	106			5			101

See Note 7 , " Revenue ," for information regarding the Company’s accounting policies for revenue recognition, including the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, as well as other required disclosures under Topic 606.

Restricted Cash

In November 2016, the FASB issued guidance that clarifies existing guidance on the classification and presentation of restricted cash in the statement of cash flows. The guidance requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. Additionally, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The Company adopted this guidance retrospectively in accordance with the effective date on January 1, 2018.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Adoption of this guidance had no impact on the Company's financial position or results of operations. The impact to the unaudited condensed consolidated statement of cash flows of adopting this guidance is as follows:

Hertz Global



	Nine Months Ended September 30, 2017
(In millions)	As Previously Reported			Adjustments			As Adjusted
Net change in restricted cash and cash equivalents, vehicle	$	89		$	(89	)	$	—
Net cash provided by (used in) investing activities	(3,316		)	(89		)	(3,405		)
Net change in restricted cash and cash equivalents, non-vehicle	(833		)	833			—
Net cash provided by (used in) financing activities	1,252			833			2,085
Effect of foreign currency exchange rate changes on cash, cash equivalents, restricted cash and restricted cash ⁽¹⁾	19			7			26
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period ⁽¹⁾	816			278			1,094
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period ⁽¹⁾	748			1,029			1,777

Hertz



	Nine Months Ended September 30, 2017
(In millions)	As Previously Reported			Adjustments			As Adjusted
Net change in restricted cash and cash equivalents, vehicle	$	89		$	(89	)	$	—
Net cash provided by (used in) investing activities	(3,316		)	(89		)	(3,405		)
Net change in restricted cash and cash equivalents, non-vehicle	(833		)	833			—
Net cash provided by (used in) financing activities	1,248			833			2,081
Effect of foreign currency exchange rate changes on cash, cash equivalents, restricted cash and restricted cash ⁽¹⁾	19			7			26
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period ⁽¹⁾	816			278			1,094
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period ⁽¹⁾	748			1,029			1,777


(1)	The amounts as previously reported were comprised of cash and cash equivalents and did not include restricted cash and restricted cash equivalents.

Not Yet Adopted

Leases

In February 2016, the FASB issued guidance that replaces the existing lease guidance in U.S. GAAP. The new guidance ("Topic 842") establishes a right-of-use (“ROU”) model that requires a lessee to record on the balance sheet a ROU asset and corresponding lease liability based on the present value of future lease payments for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Topic 842 also expands the requirements for lessees to record leases embedded in other arrangements. Additionally, enhanced quantitative and qualitative disclosures surrounding leases are required which provide financial statement users the ability to assess the amount, timing and uncertainty of cash flows arising from leases. Topic 842 is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods with early adoption permitted. The Company intends to adopt this guidance, in accordance with the effective date, on January 1, 2019. A modified retrospective transition approach is required for

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

both lessees and lessors for existing leases at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company intends to avail itself of the allowable practical expedients for existing or expired contracts of lessees and lessors wherein the Company would not be required to reassess whether such contracts contain leases, the lease classification or the initial direct costs. Additionally, with respect to its real estate and fleet leases, the Company intends to avail itself of the practical expedient for lessees which allows it to elect an accounting policy by class of underlying asset to combine lease and non-lease components. The Company does not intend to utilize the practical expedient which allows the use of hindsight by lessees and lessors in determining the lease term and in assessing impairment of its ROU assets. The Company is in the process of evaluating whether to avail itself of other allowable practicable expedients during transition.

In July 2018, the FASB issued guidance related to Topic 842 that provides an additional transition method that would allow the Company to only apply the new lease standard in the year of adoption. Additionally, the guidance provides a practical expedient for lessors that would allow the Company to elect as an accounting policy, by class of underlying asset, to combine non-lease components with the related lease components, if certain conditions are met. This could allow the Company to account for all revenue earned from the operations of rental vehicles and from other forms of rental related activities under the new lease guidance. The Company plans to adopt the new transition method which allows the application of the standard at the adoption date, January 1, 2019, and will recognize a cumulative-effect adjustment to the opening balances of retained earnings in the period of adoption. The Company intends to avail itself of the practical expedient for lessors which allows it to elect an accounting policy by class of underlying asset to combine lease and non-lease components, with respect to its real estate and fleet leases.

Lessee

Adoption of Topic 842 will result in a material increase in the Company's lease-related assets and liabilities on its balance sheet, primarily for leases of rental locations and other assets. Additionally, adoption of this guidance will impact the statement of cash flows with respect to the presentation of the Company's operating activities, but is not expected to impact its presentation of investing or financing activities. Adoption of Topic 842 is not expected to have a material impact on the Company’s results of operations. The Company has reached conclusions on key accounting assessments related to its leases which includes an accounting policy election to not recognize ROU assets or lease liabilities for short-term leases (i.e. those with a term of 12 months or less). The Company is performing an analysis of its lease portfolio to ensure proper application of the new guidance including implementation of internal controls over financial reporting.

Lessor

The Company has concluded that revenue earned from the rental and leasing of vehicles and from other forms of rental related activities wherein an identified asset is transferred to the customer and the customer has the ability to control that asset is within the scope of this guidance and that additional disclosures regarding lease revenue are required upon adoption. The Company is in the process of evaluating the breakdown of its vehicle rental revenues into lease and non-lease components to determine if the recognition timing and pattern of transfer of the non-lease components meet the practical expedient requirements. There is no impact to the nature, timing or recognition of rental lease revenue upon adoption of this guidance.

Reporting Comprehensive Income

In February 2018, the FASB issued guidance that allows a reclassification from accumulated other comprehensive income to retained earnings for the stranded tax effects resulting from the U.S. Tax Cuts and Jobs Act ("TCJA"). The guidance is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The guidance should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the TCJA is recognized. The Company will adopt this guidance on January 1, 2019, in accordance with the effective date. Adoption of this guidance will result in a reclassification of certain amounts from accumulated other comprehensive income to retained earnings as of the date adopted.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Changes to Disclosure Requirements for Defined Benefit Plans

In August 2018, the FASB issued guidance that modifies disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans to remove disclosures no longer considered cost beneficial, add disclosures identified as relevant and clarify certain disclosure requirements. The guidance is effective for annual periods beginning after December 15, 2020 using a retrospective transition method. Early adoption is permitted. The Company is in the process of determining the timing of adoption and assessing the overall impact of adopting this guidance on its disclosures.

Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement

In August 2018, the FASB issued guidance on a customer's accounting for implementation fees paid in a cloud computing service contract arrangement that addresses which implementation costs to capitalize as an asset and which costs to expense. Capitalized implementation fees are to be expensed over the term of the cloud computing arrangement, and the expense is required to be recognized in the same line item in the income statement as the associated hosting service expenses. The entity is also required to present the capitalized implementation fees on the balance sheet in the same line item as the prepayment for hosting service fees associated with the cloud computing arrangement.

The guidance is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods using a retrospective or prospective transition method. Early adoption is permitted, including adoption in any interim period. The Company is in the process of determining the method and timing of adoption and assessing the overall impact of adopting this guidance on its financial position, results of operations and cash flows.

Note 3 — Acquisitions and Divestitures

Divestitures

Equity Investment

The Company had an investment that was accounted for under the equity method. In March 2017, the Company determined it had an other than temporary loss in value of its investment and recorded an impairment charge of $30 million , which is included in other (income) expense, net in the accompanying unaudited condensed consolidated statement of operations for the nine months ended September 30, 2017 . In September 2017, the investee was dissolved and the Company no longer has an ownership interest in the entity.

Brazil Operations

In August 2017, the Company completed the sale of Car Rental Systems do Brasil Locação de Veiculos Ltd., a wholly owned subsidiary of the Company located in Brazil ("Brazil Operations"), to Localiza Fleet S.A., a corporation headquartered in Brazil, and received proceeds of $115 million , of which $13 million was placed in escrow to secure certain indemnification obligations. Prior to the sale, the Brazil Operations were reported in the Company's International Rental Car Segment. As a result of the sale, the Company recorded a $6 million gain, net of the impact of foreign currency adjustments, which is included in other (income) expense, net in the accompanying unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2017. As part of the sale, both companies entered into referral and brand cooperation agreements to govern their ongoing relationship which have an initial term of twenty years with an option to extend for another twenty years . The alliance also involves the exchange of knowledge in areas of technology, customer service and operational excellence.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Note 4 — Revenue Earning Vehicles

The components of revenue earning vehicles, net are as follows:



(In millions)	September 30, 2018			December 31, 2017
Revenue earning vehicles	$	16,376		$	14,209
Less accumulated depreciation	(3,231		)	(3,123		)
	13,145			11,086
Revenue earning vehicles held for sale, net	432			250
Revenue earning vehicles, net	$	13,577		$	11,336

Depreciation of revenue earning vehicles and lease charges, net includes the following:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2018		2017		2018		2017
Depreciation of revenue earning vehicles	$	619	$	636	$	1,847	$	1,902
(Gain) loss on disposal of revenue earning vehicles, net ^(a)	27		43		105		187
Lease charges	26		21		68		55
Depreciation of revenue earning vehicles and lease charges, net	$	672	$	700	$	2,020	$	2,144

(a) (Gain) loss on disposal of revenue earning vehicles, net by segment is as follows:



	Three Months Ended September 30,					Nine Months Ended September 30,
(In millions)	2018			2017		2018			2017
U.S. Rental Car ⁽ⁱ⁾	$	29		$	43	$	107		$	187
International Rental Car	(2		)	—		(2		)	—
Total	$	27		$	43	$	105		$	187


(i)	Includes costs associated with the Company's U.S. vehicle sales operations of $39 million and $36 million for the three months ended September 30, 2018 and 2017 , respectively, and $109 million and $99 million for the nine months ended September 30, 2018 and 2017 , respectively.

Depreciation rates are reviewed on a quarterly basis based on management's ongoing assessment of present and estimated future market conditions, their effect on residual values at the time of disposal and the estimated holding periods for the vehicles. The impact of depreciation rate changes is as follows:



Increase (decrease)	Three Months Ended September 30,					Nine Months Ended September 30,
(In millions)	2018			2017		2018			2017
U.S. Rental Car ^(a)	$	(32	)	$	6	$	(20	)	$	68
International Rental Car	(1		)	4		2			5
Total	$	(33	)	$	10	$	(18	)	$	73

(a)

The depreciation rate changes in the U.S. Rental Car operations for the three and nine months ended September 30, 2018 include a net decrease in depreciation expense of $30 million based on the review completed during the third quarter of 2018 . The depreciation rate changes in the U.S. Rental Car operations for the three and nine months ended September 30, 2017 include a net decrease in depreciation expense of $15 million based on the review completed during the third quarter of 2017 .

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Note 5 — Intangible Asset Impairment

As a result of declines in revenue and profitability of the Company and a decline in the share price of Hertz Global's common stock, the Company performed an impairment analysis of its indefinite-lived intangible assets as of June 30, 2017 using the relief from royalty method, a measurement using level 3 inputs under the U.S. GAAP fair value hierarchy. As a result of the analysis, the Company concluded that there was an impairment of the Dollar Thrifty tradename in its U.S. Rental Car segment and recorded a charge of $ 86 million . The impairment was largely due to a decrease in long-term revenue projections coupled with an increase in the weighted average cost of capital. The carrying value of the Dollar Thrifty tradename subsequent to recording the impairment charge is approximately $934 million , representing its estimated fair value.

Note 6 — Debt

The Company's debt, including its available credit facilities, consists of the following ($ in millions):



Facility	Weighted Average Interest Rate as of September 30, 2018	Fixed or Floating Interest Rate	Maturity	September 30, 2018			December 31, 2017
Non-Vehicle Debt
Senior Term Loan	5.00%	Floating	6/2023	$	677		$	688
Senior RCF	N/A	Floating	6/2021	—			—
Senior Notes ⁽¹⁾	6.13%	Fixed	10/2020-10/2024	2,500			2,500
Senior Second Priority Secured Notes	7.63%	Fixed	6/2022	1,250			1,250
Promissory Notes	7.00%	Fixed	1/2028	27			27
Other Non-Vehicle Debt	3.08%	Fixed	Various	2			11
Unamortized Debt Issuance Costs and Net (Discount) Premium				(35		)	(42		)
Total Non-Vehicle Debt				4,421			4,434
Vehicle Debt
HVF U.S. Vehicle Medium Term Notes
HVF Series 2010-1	N/A	N/A	N/A	—			39
HVF Series 2013-1 ⁽²⁾	N/A	N/A	N/A	—			625
				—			664
HVF II U.S. ABS Program
HVF II U.S. Vehicle Variable Funding Notes
HVF II Series 2013-A ⁽²⁾	3.68%	Floating	3/2020	3,170			1,970
HVF II Series 2013-B ⁽²⁾	3.66%	Floating	3/2020	15			123
				3,185			2,093

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Unaudited



Facility	Weighted Average Interest Rate as of September 30, 2018	Fixed or Floating Interest Rate	Maturity	September 30, 2018			December 31, 2017
HVF II U.S. Vehicle Medium Term Notes
HVF II Series 2015-1 ⁽²⁾	2.93%	Fixed	3/2020	780			780
HVF II Series 2015-2 ⁽²⁾	N/A	N/A	N/A	—			265
HVF II Series 2015-3 ⁽²⁾	3.10%	Fixed	9/2020	371			371
HVF II Series 2016-1 ⁽²⁾	2.89%	Fixed	3/2019	466			466
HVF II Series 2016-2 ⁽²⁾	3.41%	Fixed	3/2021	595			595
HVF II Series 2016-3 ⁽²⁾	2.72%	Fixed	7/2019	424			424
HVF II Series 2016-4 ⁽²⁾	3.09%	Fixed	7/2021	424			424
HVF II Series 2017-1 ⁽²⁾	3.38%	Fixed	10/2020	450			450
HVF II Series 2017-2 ⁽²⁾	3.57%	Fixed	10/2022	350			350
HVF II Series 2018-1 ⁽²⁾	3.41%	Fixed	2/2023	1,000			—
HVF II Series 2018-2 ⁽²⁾	3.80%	Fixed	6/2021	200			—
HVF II Series 2018-3 ⁽²⁾	4.15%	Fixed	7/2023	200			—
				5,260			4,125
Donlen ABS Program
HFLF Variable Funding Notes
HFLF Series 2013-2 ⁽²⁾	2.72%	Floating	3/2020	170			380
				170			380
HFLF Medium Term Notes
HFLF Series 2015-1 ⁽³⁾	3.22%	Floating	10/2018-3/2019	58			145
HFLF Series 2016-1 ⁽³⁾	3.28%	Both	10/2018-2/2020	204			318
HFLF Series 2017-1 ⁽³⁾	2.66%	Both	10/2018-2/2021	437			500
HFLF Series 2018-1 ⁽³⁾	2.58%	Both	7/2019-6/2021	550			—
				1,249			963
Vehicle Debt - Other
U.S. Vehicle RCF	4.52%	Floating	6/2021	133			186
European Revolving Credit Facility	2.95%	Floating	10/2018-3/2020	514			184
European Vehicle Notes ⁽⁴⁾	5.07%	Fixed	10/2021-3/2023	851			773
European Securitization ⁽²⁾	1.70%	Floating	10/2018-3/2020	515			367
Canadian Securitization ⁽²⁾	3.27%	Floating	10/2018-3/2020	315			237
Australian Securitization ⁽²⁾	3.56%	Floating	3/2020	142			155
New Zealand RCF	4.61%	Floating	3/2020	40			42
U.K. Financing Facility	3.08%	Floating	10/2018-8/2021	363			251
Other Vehicle Debt	4.01%	Floating	10/2018-10/2022	47			51
				2,920			2,246
Unamortized Debt Issuance Costs and Net (Discount) Premium				(47		)	(40		)
Total Vehicle Debt				12,737			10,431
Total Debt				$	17,158		$	14,865

N/A - Not applicable

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(1)	References to the "Senior Notes" include the series of Hertz's unsecured senior notes set forth on the table below. Outstanding principal amounts for each such series of the Senior Notes is also specified below:



(In millions)	Outstanding Principal
Senior Notes	September 30, 2018		December 31, 2017
5.875% Senior Notes due October 2020	$	700	$	700
7.375% Senior Notes due January 2021	500		500
6.250% Senior Notes due October 2022	500		500
5.500% Senior Notes due October 2024	800		800
	$	2,500	$	2,500

(2)

Maturity reference is to the earlier "expected final maturity date" as opposed to the subsequent "legal final maturity date." The expected final maturity date is the date by which Hertz and investors in the relevant indebtedness expect the outstanding principal of the relevant indebtedness to be repaid in full. The legal final maturity date is the date on which the outstanding principal of the relevant indebtedness is legally due and payable in full.

(3)

In the case of the Hertz Fleet Lease Funding LP ("HFLF") Medium Term Notes, such notes are repayable from cash flows derived from third-party leases comprising the underlying HFLF collateral pool. The initial maturity date referenced for each series of HFLF Medium Term Notes represents the end of the revolving period for such series, at which time the related notes begin to amortize monthly by an amount equal to the lease collections payable to that series. To the extent the revolving period already has ended, the initial maturity date reflected is October 2018. The second maturity date referenced for each series of HFLF Medium Term Notes represents the date by which Hertz and the investors in the related series expect such series of notes to be repaid in full, which is based upon various assumptions made at the time of pricing of such notes, including the contractual amortization of the underlying leases as well as the assumed rate of prepayments of such leases. Such maturity reference is to the “expected final maturity date” as opposed to the subsequent “legal final maturity date.” The legal final maturity date is the date on which the relevant indebtedness is legally due and payable. Although the underlying lease cash flows that support the repayment of the HFLF Medium Term Notes may vary, the cash flows generally are expected to approximate a straight-line amortization of the related notes from the initial maturity date through the expected final maturity date.

(4)

References to the "European Vehicle Notes" include the series of Hertz Holdings Netherlands B.V.'s, an indirect wholly owned subsidiary of Hertz organized under the laws of The Netherlands (“HHN BV”), unsecured senior notes (converted from Euros to U.S. dollars at a rate of 1.17 to 1 and 1.19 to 1 as of September 30, 2018 and December 31, 2017 , respectively) set forth on the table below. Outstanding principal amounts for each such series of the European Vehicle Notes is also specified below:



(In millions)	Outstanding Principal
European Vehicle Notes	September 30, 2018		December 31, 2017
4.375% Senior Notes due January 2019	$	—	$	505
4.125% Senior Notes due October 2021	264		268
5.500% Senior Notes due March 2023	587		—
	$	851	$	773

The Company is highly leveraged and a substantial portion of its liquidity needs arise from debt service on its indebtedness and from the funding of its costs of operations and capital expenditures. The Company’s practice is to maintain sufficient liquidity through cash from operations, credit facilities and other financing arrangements, to mitigate any adverse impact on its operations resulting from adverse financial market conditions. As of September 30, 2018 , approximately $2.3 billion of vehicle debt and $16 million of non-vehicle debt is due to mature between October 1, 2018 and September 30, 2019.

The Company has reviewed its debt facilities and determined that it is probable that the Company will be able, and has the intent, to refinance these facilities at such times as the Company determines appropriate prior to their respective maturities.

Non-Vehicle Debt

Senior Facilities

In June 2018, the Company terminated letters of credit issued under the Senior RCF with a stated amount of approximately $302 million and reissued such letters of credit under the Letter of Credit Facility, as defined below. As a result, the commitments under the Senior RCF were permanently reduced on a dollar-for-dollar basis, such that after giving effect to such reduction the Senior RCF consists of a $865 million senior secured revolving credit facility.

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Vehicle Debt

HVF II U.S. Vehicle Variable Funding Notes

HVF II Series 2013 Notes : In April 2018, HVF II increased the maximum commitments under the HVF II Series 2013-A Notes and HVF II Series 2013-B Notes (the "HVF II Series 2013 Notes") by $250 million , such that after giving effect to such increase, the aggregate maximum principal amount of the HVF II Series 2013 Notes is approximately $3.7 billion .

HVF II Series 2017-A Notes : In March 2018, HVF II terminated all $500 million of commitments under the HVF II Series 2017-A Notes.

HVF II U.S. Vehicle Medium Term Notes

HVF II Series 2018-2 Notes and HVF II Series 2018-3 Notes : In June 2018, HVF II issued the Series 2018-2 Rental Car Asset Backed Notes, Class A, Class B, Class C and Class D ("the HVF II Series 2018-2 Notes") and the Series 2018-3 Rental Car Asset Backed Notes, Class A, Class B, Class C and Class D ("the HVF II Series 2018-3 Notes") in an aggregate principal amount of approximately $426 million . Hertz purchased the Class D Notes of each such series and as a result, approximately $26 million of the aggregate principal amount is eliminated in consolidation. There is subordination within the HVF II Series 2018-2 Notes and the HVF II Series 2018-3 Notes based on class.

HVF II Series 2018-1 Notes : In January 2018, HVF II issued the Series 2018-1 Rental Car Asset Backed Notes, Class A, Class B, Class C and Class D ("the HVF II Series 2018-1 Notes") in an aggregate principal amount of approximately $1.1 billion . Hertz purchased the Class D Notes of such series and as a result, approximately $58 million of the aggregate principal amount is eliminated in consolidation. There is subordination within the HVF II Series 2018-1 Notes based on class.

HFLF Medium Term Notes

HFLF Series 2018-1 Notes : In May 2018, HFLF issued the Series 2018-1 Asset-Backed Notes, Class A, Class B, Class C, Class D, and Class E (collectively, the “HFLF Series 2018-1 Notes”) in an aggregate principal amount of $550 million . The HFLF Series 2018-1 Notes are fixed rate, except for the Class A-1 Notes which are floating rate and carry an interest rate based upon a spread to one-month LIBOR. A portion of the net proceeds of this issuance were used to reduce amounts outstanding under the HFLF Series 2013-2 Notes.

Vehicle Debt - Other

European Vehicle Notes

In March 2018, HHN BV issued 5.50% Senior Notes due March 2023 in an aggregate original principal amount of €500 million (the "2023 Notes"). A portion of the net proceeds from this issuance were used in April 2018 to fully redeem all €425 million of 4.375% Senior Notes due January 2019 , and the Company recorded $20 million of charges for the early redemption premium and write-off of deferred financing costs.

European Revolving Credit Facility

In March 2018, HHN BV amended its credit agreement ("European Revolving Credit Facility") to provide for aggregate maximum borrowing capacity (subject to borrowing base availability) of up to €438 million during the peak rental season, for a seasonal commitment period through October 2018 . Following the expiration of the seasonal commitment period, aggregate maximum borrowings available under the European Revolving Credit Facility will revert to €235 million (subject to borrowing base availability). In October 2018, the European Revolving Credit Facility was terminated, as further described below.

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European ABS

In October 2018, International Fleet Financing No.2 B.V (“IFF No. 2”), a special purpose entity which is intended to be bankruptcy remote, issued variable funding rental car asset backed notes that permit borrowings by IFF No. 2 on a revolving basis in an aggregate amount up to €1.0 billion with a term of two years ("European ABS"). The European ABS is the primary vehicle financing facility for the Company's vehicle rental operations in France, the Netherlands, Germany and Spain. The lenders under the European ABS have been granted a security interest in the owned rental vehicles used in the Company's vehicle rental operations in these countries and certain contractual rights related to such vehicles.

In connection with the above transaction, the Company terminated the European Revolving Credit Facility and the European Securitization.

Canadian Securitization

In May 2018, TCL Funding Limited Partnership, a bankruptcy remote, indirect, wholly owned, special purpose subsidiary of Hertz, amended its supplemental indenture for its Series 2015-A Variable Funding Rental Car Asset Backed Notes (the "Funding LP Series 2015-A Notes") to provide for aggregate maximum borrowing capacity (subject to borrowing base availability) of up to CAD $410 million during the peak rental season, for a seasonal commitment period through October 2018 . Following the expiration of the seasonal commitment period, aggregate maximum borrowings available under the Funding LP Series 2015-A Notes will revert to CAD $350 million (subject to borrowing base availability).

U.K. Financing Facility

In May 2018, Hertz U.K. Limited amended its credit agreement ("U.K. Financing Facility") to provide for aggregate maximum borrowing capacity (subject to asset availability) of up to £ 287.5 million during the peak rental season, and in July 2018, the U.K. Financing Facility was further amended to provide for aggregate maximum borrowing capacity (subject to asset availability) of up to £ 300 million during the peak rental season, for a seasonal commitment period through September 2018 . Following the expiration of the seasonal commitment period, aggregate maximum borrowings available under the U.K. Financing Facility reverted to £ 250 million (subject to asset availability).

Borrowing Capacity and Availability

Borrowing capacity and availability comes from the Company's "revolving credit facilities," which are a combination of variable funding asset-backed securitization facilities, cash-flow-based revolving credit facilities, asset-based revolving credit facilities and a standalone $400 million letter of credit facility (the "Letter of Credit Facility"). Creditors under each such asset-backed securitization facility and asset-based revolving credit facility have a claim on a specific pool of assets as collateral. The Company's ability to borrow under each such asset-backed securitization facility and asset-based revolving credit facility is a function of, among other things, the value of the assets in the relevant collateral pool. With respect to each such asset-backed securitization facility and asset-based revolving credit facility, the Company refers to the amount of debt it can borrow given a certain pool of assets as the borrowing base.

The Company refers to "Remaining Capacity" as the maximum principal amount of debt permitted to be outstanding under the respective facility (i.e., with respect to a variable funding asset-backed securitization facility or asset-based revolving credit facility, the amount of debt the Company could borrow assuming it possessed sufficient assets as collateral) less the principal amount of debt then-outstanding under such facility. With respect to a variable funding asset-backed securitization facility or asset-based revolving credit facility, the Company refers to "Availability Under Borrowing Base Limitation" as the lower of Remaining Capacity or the borrowing base less the principal amount of debt then-outstanding under such facility (i.e., the amount of debt that can be borrowed given the collateral possessed at such time). With respect to the Senior RCF and the Letter of Credit Facility, "Availability Under Borrowing Base Limitation" is the same as "Remaining Capacity" since borrowings under the Senior RCF and the Letter of Credit Facility are not subject to a borrowing base.

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The following facilities were available to the Company as of September 30, 2018 , and are presented net of any outstanding letters of credit:



(In millions)	Remaining Capacity		Availability Under Borrowing Base Limitation
Non-Vehicle Debt
Senior RCF	$	505	$	505
Letter of Credit Facility	1		1
Total Non-Vehicle Debt	506		506
Vehicle Debt
U.S. Vehicle RCF	—		—
HVF II U.S. Vehicle Variable Funding Notes	480		—
HFLF Variable Funding Notes	330		1
European Revolving Credit Facility	—		—
European Securitization	25		5
Canadian Securitization	—		—
Australian Securitization	40		—
U.K. Financing Facility	32		—
New Zealand RCF	—		—
Total Vehicle Debt	907		6
Total	$	1,413	$	512

Letters of Credit

As of September 30, 2018 , there were outstanding standby letters of credit totaling $672 million . As disclosed above, the Company terminated letters of credit issued under the Senior RCF and reissued such letters of credit under the Letter of Credit Facility. Issued letters of credit primarily support the Company's insurance programs, vehicle rental concessions and leaseholds as well as to provide credit enhancement for its asset-backed securitization facilities. Of this amount, $360 million was issued under the Senior RCF and $301 million was issued under the Letter of Credit Facility. As of September 30, 2018 , none of the issued letters of credit have been drawn upon.

Special Purpose Entities

Substantially all of the Company's revenue earning vehicles and certain related assets are owned by special purpose entities, or are encumbered in favor of the lenders under the various credit facilities, other secured financings and asset-backed securities programs. None of such assets (including the assets owned by Hertz Vehicle Financing II LP, Hertz Vehicle Financing LLC, Rental Car Finance LLC, DNRS II LLC, HFLF, Donlen Trust and various international subsidiaries that facilitate the Company's international securitizations) are available to satisfy the claims of general creditors.

The Company has a 25% ownership interest in "IFF No. 2", whose sole purpose is to provide commitments to lend in various currencies subject to borrowing bases comprised of revenue earning vehicles and related assets of certain of Hertz International, Ltd.'s subsidiaries. IFF No. 2 is a variable interest entity and the Company is the primary beneficiary, therefore, the assets, liabilities, and results of operations of IFF No. 2 are included in the Company's unaudited condensed consolidated financial statements. As of September 30, 2018 and December 31, 2017 , IFF No. 2 had total assets of $776 million and $524 million , respectively, primarily comprised of loan receivables, and total liabilities of $776 million and $524 million , respectively, primarily comprised of debt and loan payables.

Covenant Compliance

The financial covenant provides that Hertz’s consolidated first lien net leverage ratio, as defined in the credit agreements governing the Senior RCF and the Letter of Credit Facility, as of the last day of any fiscal quarter following and including

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fiscal quarter ending December 31, 2017 (the "Covenant Leverage Ratio"), may not exceed a ratio of 3.00 to 1.00 . As of September 30, 2018 , Hertz was in compliance with the Covenant Leverage Ratio.

Note 7 — Revenue

The Company recognizes two types of revenue: (i) revenue from contracts with customers; and (ii) lease revenue, which is generated through the fleet leasing operations of its Donlen subsidiary.

As disclosed in the Revenue from Contracts with Customers section of Note 2 , “ Basis of Presentation and Recently Issued Accounting Pronouncements ” (" Note 2 "), the Company adopted Topic 606 in accordance with the effective date on January 1, 2018. Note 2 includes disclosures regarding the Company’s method of adoption and the impact on the Company’s financial position, results of operations and cash flows. In the Leases section of Note 2 , the Company discloses that it has concluded that revenue earned from vehicle rentals, and from other forms of rental related activities wherein an identified asset is transferred to the customer and the customer has the ability to control that asset, will be accounted for under Topic 842 upon its adoption. Until the Company adopts Topic 842, vehicle rental and rental related revenues are recognized in accordance with Topic 606.

The Company recognizes revenue net of any taxes or non-concession fees collected from customers on behalf of governmental authorities.

Revenue from Contracts with Customers

The Company operates at airport rental locations in the U.S. and internationally ("airport") and at off airport locations also in the U.S. and internationally ("off airport"). For the Company's airport company-operated rental locations, the Company has obtained concessions or similar leasing agreements or arrangements, granting it the right to conduct a vehicle rental business at the respective airport. The terms of an airport concession typically require the Company to pay the airport's operator concession fees based upon a specified percentage of the revenues it generates at the airport, subject to a minimum annual guarantee. The terms of the Company's concessions typically do not forbid it from seeking, and in a few instances require it to seek, reimbursement from customers for concession fees it pays; however, in certain jurisdictions the law limits or forbids the Company from doing so. Where the Company is required or permitted to seek such reimbursement, it is its general practice to do so. The Company's airport rental customers are typically airline travelers; whereas the Company's off airport rental customers include people who prefer to rent vehicles closer to their home or place of work for business or leisure purposes, as well as those needing to travel to or from airports. The Company's off airport customers also include people who have been referred by, or whose rental costs are being wholly or partially reimbursed by, insurance companies following accidents in which their vehicles were damaged, those expecting to lease vehicles that are not yet available from their leasing companies and replacement renters. In addition, the Company's off airport customers include drivers for transportation network companies ("TNC").

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The following table presents revenues from contracts with customers by reportable segment and disaggregated by product/service and type of location and customer:



	Three Months Ending September 30, 2018
(In millions)	U.S. Rental Car		International Rental Car		All Other Operations		Consolidated
Vehicle rental and rental related:
Airport	$	1,279	$	446	$	—	$	1,725
Off airport	535		242		—		777
Total vehicle rental and rental related	1,814		688		—		2,502

Other:
Licensee revenue	10		44		—		54
Ancillary retail vehicle sales	27		—		—		27
Fleet management	—		—		10		10
Total other	37		44		10		91
Total revenue from contracts with customers	$	1,851	$	732	$	10	$	2,593



	Nine Months Ending September 30, 2018
(In millions)	U.S. Rental Car		International Rental Car		All Other Operations		Consolidated
Vehicle rental and rental related:
Airport	$	3,403	$	1,029	$	—	$	4,432
Off airport	1,400		646		—		2,046
Total vehicle rental and rental related	4,803		1,675		—		6,478

Other:
Licensee revenue	24		114		—		138
Ancillary retail vehicle sales	78		—		—		78
Fleet management	—		—		32		32
Total other	102		114		32		248
Total revenue from contracts with customers	$	4,905	$	1,789	$	32	$	6,726

Vehicle Rental and Rental Related Revenues

The Company recognizes revenue from its vehicle rental operations when persuasive evidence of a contract exists, the performance obligations have been satisfied, the transaction price is fixed or determinable and collection is reasonably assured. Performance obligations associated with vehicle rental transactions are satisfied over the rental period, except for the portion associated with loyalty points, as further described below. Rental periods are short term in nature. Therefore, the Company has elected to apply the practical expedient which eliminates the requirement to disclose information about remaining performance obligations. Performance obligations associated with rental related activities, such as charges to the customer for the fueling of vehicles and value-added services such as loss damage waivers, insurance products, navigation units, supplemental equipment and other consumables, are also satisfied over the rental period. Revenue from charges that are passed through to the customer, such as gasoline, vehicle licensing and airport concession fees, is recorded on a gross basis with a corresponding charge to direct vehicle and operating

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expense. Sales commissions paid to third parties are generally expensed when incurred due to the short-term nature of the related transaction on which the commission was earned and are recorded within selling, general and administrative expense. Payments are due from customers at the completion of the rental, except for customers with negotiated payment terms, generally net 30 days or less, which are invoiced and remain as accounts receivable until collected.

Loyalty Programs - The Company offers loyalty programs, primarily Hertz Gold Plus Rewards, wherein customers are eligible to earn loyalty points that are redeemable for free rental days or can be converted to loyalty points for redemption of products and services under loyalty programs of other companies. Each transaction that generates loyalty points results in the deferral of revenue equivalent to the retail value of the redemption of the loyalty points. The associated revenue is recognized when the customer redeems the loyalty points at some point in the future. The retail value of loyalty points is estimated based on the expected retail value of the future vehicle rental to be provided less an estimated amount representing loyalty points that are not expected to be redeemed (“breakage”). Breakage is estimated on a quarterly basis and includes significant assumptions such as historical breakage trends and internal Company forecasts. During the three and nine months ended September 30, 2018 , based on the net impact of loyalty points earned and redeemed by customers, the Company recorded a net revenue deferral of $9 million and $5 million , respectively. As of September 30, 2018 , the value of unredeemed loyalty points is $271 million , which is recorded as a contract liability in accrued liabilities in the accompanying unaudited condensed consolidated balance sheet.

Customer Rebates - The Company has business customers that rent vehicles based on terms that have been negotiated through contracts with their employers, or other entities with which they are associated (“commercial contracts”), which can differ substantially from the terms on which the Company rents vehicles to the general public. Some of the commercial contracts contain provisions which allow for rebates to the entity based on achieving a specific rental volume threshold. Rebates are treated as variable consideration and are recognized as a reduction of revenue at the time of the rental based on the rebate expected to be earned by the entity.

Licensee Revenue

The Company has franchise agreements which allow an independent entity to rent their vehicles under the Company’s brands, primarily Hertz, Dollar or Thrifty, for a fee (“franchise fee”). Franchise fees are earned over time for the duration of the franchise agreement and are typically based on the larger of a minimum payment or an amount representing a percentage of net sales of the franchised business. Franchise fees are recognized as earned and when collectability is reasonably assured. Franchise fees that relate to a future contract term, such as initial fees or renewal fees, are deferred and recognized over the term of the franchise agreement. The Company has elected to apply one of the practical expedients under Topic 606, and as such the value of unsatisfied performance obligations for sales-based royalty fees from franchisees is not disclosed.

Ancillary Retail Vehicle Sales Revenue

Ancillary retail vehicle sales represent revenues generated from the sale of warranty contracts, financing and title fees, and other ancillary services associated with vehicles disposed of at the Company’s retail outlets. These revenues are recorded at the point in time when the Company sells the product or provides the service to the customer. These revenues exclude the sale price of the vehicle which is a component of the gain or loss on the disposition and is included in depreciation of revenue earning vehicles and lease charges, net.

Fleet Management Revenue

The Company's Donlen subsidiary generates revenue from various fleet management services, such as fuel purchasing and management, preventive maintenance, repair consultation, toll management and accident management. Fleet management revenue is recognized net of any fees collected from customers on behalf of third-party service providers, as services are rendered.

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Contract Balances

The Company recognizes receivables and liabilities resulting from its contracts with customers. Contract receivables primarily consist of receivables from customers for vehicle rentals. Contract liabilities primarily consist of obligations to customers for prepaid vehicle rentals and related to the Company’s points-based loyalty programs.

The contract liability balance as of September 30, 2018 is $351 million and is included in accrued liabilities in the accompanying unaudited condensed consolidated balance sheet. The contract liability as of January 1, 2018, after giving effect to the adoption of Topic 606, was $345 million and revenue recognized during the nine months ended September 30, 2018 for such contract liabilities is $129 million . The contract liability as of June 30, 2018 was $412 million and revenue recognized during the three months ended September 30, 2018 for such contract liabilities is $164 million .

Note 8 — Income Tax (Provision) Benefit

The Company recognized the income tax effects of the tax reform legislation commonly referred to as the Tax Cuts and Jobs Act ("TCJA") in its audited consolidated financial statements included in the Company’s 2017 Form 10‑K in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of Topic 740, Income Taxes, in the reporting period in which the TCJA was signed into law. The guidance also provides for a measurement period of up to one year from the enactment date for the Company to complete the accounting for the U.S. tax law changes. As such, the Company’s 2017 financial position reflects the provisional estimate of the income tax effects of the TCJA, which was based on certain assumptions and the Company's interpretation of the law at that time.

During the third quarter of 2018, the Company further analyzed tax liabilities associated with the deemed repatriation of cumulative earnings from foreign subsidiaries. As a result of the analysis, the Company has recorded a non-cash tax expense of approximately $15 million, consisting of a $25 million one-time transition tax liability, offset by $10 million of remeasured net operating losses. The amounts recorded are estimates and are subject to change as the Company continues to analyze the impact of TCJA provisions.

The income tax provision for the three and nine months ended September 30, 2018 also incorporates the TCJA's changes to deductions for executive compensation and meals and entertainment. Other provisions include global intangible low-tax income ("GILTI"), base erosion anti-avoidance tax ("BEAT"), foreign-derived intangible income ("FDII") and an interest expense deduction limitation. As of September 30, 2018 , the Company estimates no short-to-medium term tax liability resulting from GILTI, BEAT, FDII, or the interest limitation. These estimates are based on the Company's current interpretation of the TCJA. These assumptions and interpretations may change as as the interpretation of the TCJA evolves and as additional clarification and implementation guidance are issued.

Changes in the estimates described above could potentially affect the measurement of deferred tax assets and liabilities or potentially give rise to new deferred tax amounts.

Hertz Global

The effective tax rate for the three months ended September 30, 2018 and 2017 is (23)% and (35)% , respectively. The effective tax rate for the nine months ended September 30, 2018 and 2017 is 9% and 27% , respectively.

The Company recorded a tax provision of $41 million for the three months ended September 30, 2018 , compared to $50 million for the three months ended September 30, 2017 . The effective income tax rate and related tax expense are lower for the three months ended September 30, 2018 primarily due to the reduced corporate tax rate as a result of the TCJA, tax credits, and the composition of earnings by jurisdictions, partially offset by a net provisional amount of $15 million for the one-time transition tax related to TCJA.

The Company recorded a tax benefit of $12 million for the nine months ended September 30, 2018 , compared to $108 million for the nine months ended September 30, 2017 . The effective income tax rate and related tax benefit are lower

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for the nine months ended September 30, 2018 primarily due to the reduced corporate tax rate as a result of the TCJA, reduced corporate losses, and the composition of earnings by jurisdictions, partially offset by a net provisional amount of $15 million for the one-time transition tax related to TCJA.

Hertz

The Company recorded a tax provision of $42 million for the three months ended September 30, 2018 , compared to $50 million for the three months ended September 30, 2017 . The effective income tax rate and related tax expense are lower for the three months ended September 30, 2018 primarily due to the reduced corporate tax rate as a result of the TCJA, tax credits, and the composition of earnings by jurisdictions, partially offset by a net provisional amount of $15 million for the one-time transition tax related to TCJA.

The Company recorded a tax benefit of $10 million for the nine months ended September 30, 2018 , compared to $107 million for the nine months ended September 30, 2017 . The effective income tax rate and related tax benefit are lower for the nine months ended September 30, 2018 primarily due to the reduced corporate tax rate as a result of the TCJA, reduced corporate losses, and the composition of earnings by jurisdictions, partially offset by a net provisional amount of $15 million for the one-time transition tax related to TCJA.

Note 9 — Earnings (Loss) Per Share - Hertz Global

Basic earnings (loss) per share has been computed based upon the weighted average number of common shares outstanding. Diluted earnings (loss) per share has been computed based upon the weighted average number of common shares outstanding plus the effect of all potentially dilutive common stock equivalents, except when the effect would be anti-dilutive.

The following table sets forth the computation of basic and diluted earnings (loss) per share:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions, except per share data)	2018		2017		2018			2017
Basic and diluted earnings (loss) per share:
Numerator:
Net income (loss) attributable to Hertz Global	$	141	$	93	$	(124	)	$	(289	)
Denominator:
Basic weighted average shares outstanding	84		83		83			83
Dilutive stock options, RSUs, PSUs and PSAs	—		—		—			—
Diluted weighted average shares outstanding	84		83		83			83
Antidilutive stock options, RSUs, PSUs and PSAs	1		3		1			3
Earnings (loss) per share:
Basic earnings (loss) per share	$	1.68	$	1.12	$	(1.49	)	$	(3.48	)
Diluted earnings (loss) per share	$	1.68	$	1.12	$	(1.49	)	$	(3.48	)

Note 10 — Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value of cash, restricted cash, accounts receivable, accounts payable and accrued expenses, to the extent the underlying liability will be settled in cash, approximates the carrying values because of the short-term nature of these instruments.

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Cash Equivalents, Restricted Cash Equivalents and Investments

The Company’s cash equivalents and restricted cash equivalents primarily consist of investments in money market funds and time deposits. The Company determines the fair value of cash equivalents using a market approach based on quoted prices in active markets (Level 1 inputs).

Investments in equity securities that are measured at fair value on a recurring basis consist of marketable securities.

The following table summarizes the ending balances of the Company's cash equivalents, restricted cash equivalents and investments:



	September 30, 2018								December 31, 2017
(In millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Money market funds and time deposits	$	356	$	—	$	—	$	356	$	634	$	—	$	—	$	634
Equity securities	45		—		—		45		—		—		—		—

Debt Obligations

The fair value of debt is estimated based on quoted market rates as well as borrowing rates currently available to the Company for loans with similar terms and average maturities (Level 2 inputs).



	As of September 30, 2018				As of December 31, 2017
(In millions)	Nominal Unpaid Principal Balance		Aggregate Fair Value		Nominal Unpaid Principal Balance		Aggregate Fair Value
Non-vehicle Debt	$	4,456	$	4,254	$	4,476	$	4,438
Vehicle Debt	12,784		12,715		10,471		10,456
Total	$	17,240	$	16,969	$	14,947	$	14,894

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

In March 2017, as further described in Note 3 , " Acquisitions and Divestitures ," the Company determined it had an other than temporary loss in value of its equity method investment. In June 2017, as further described in Note 5 , " Intangible Asset Impairment ," the Company recorded impairment charges for the Dollar Thrifty tradename.

The Company measured the assets and liabilities of its Brazil Operations at fair value as of March 31, 2017 and June 30, 2017, while held for sale, and recorded a pre-tax gain of $4 million and a loss of $4 million , respectively. The Brazil Operations were sold in August 2017 and the Company recorded a pre-tax gain of $6 million as further described in Note 3 , " Acquisitions and Divestitures ."

Note 11 — Contingencies and Off-Balance Sheet Commitments

Legal Proceedings

Public Liability and Property Damage

The Company is currently a defendant in numerous actions and has received numerous claims on which actions have not yet been commenced for public liability and property damage arising from the operation of motor vehicles rented from the Company. The obligation for public liability and property damage on self-insured U.S. and international vehicles, as stated on the accompanying unaudited condensed consolidated balance sheets, represents an estimate for both reported accident claims not yet paid and claims incurred but not yet reported. The related liabilities are recorded on a non-discounted basis. Reserve requirements are based on rental volume and actuarial evaluations of historical accident claim experience and trends, as well as future projections of ultimate losses, expenses, premiums and

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administrative costs. As of September 30, 2018 and December 31, 2017 , the Company's liability recorded for public liability and property damage matters is $439 million and $427 million , respectively. The Company believes that its analysis is based on the most relevant information available, combined with reasonable assumptions, and that the Company may prudently rely on this information to determine the estimated liability. The liability is subject to significant uncertainties. The adequacy of the liability reserve is regularly monitored based on evolving accident claim history and insurance related state legislation changes. If the Company's estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results.

Other Matters

From time to time the Company is a party to various legal proceedings, typically involving operational issues common to the vehicle rental business, including claims by employees and former employees, and governmental investigations. The Company has summarized below the most significant legal proceedings to which the Company was and/or is a party to during the nine months ended September 30, 2018 or the period after September 30, 2018 , but before the filing of this Report on Form 10‑Q.

In re Hertz Global Holdings, Inc. Securities Litigation - In November 2013, a purported shareholder class action, Pedro Ramirez, Jr. v. Hertz Global Holdings, Inc., et al., was commenced in the U.S. District Court for the District of New Jersey naming Old Hertz Holdings (as defined in the Company's 2017 Form 10‑K) and certain of its officers as defendants and alleging violations of the federal securities laws. The complaint alleged that Old Hertz Holdings made material misrepresentations and/or omissions of material fact in its public disclosures during the period from February 25, 2013 through November 4, 2013, in violation of Section 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The complaint sought an unspecified amount of monetary damages on behalf of the purported class and an award of costs and expenses, including counsel fees and expert fees. In June 2014, Old Hertz Holdings responded to the amended complaint by filing a motion to dismiss. After a hearing in October 2014, the court granted Old Hertz Holdings’ motion to dismiss the complaint. The dismissal was without prejudice and plaintiff was granted leave to file a second amended complaint within 30 days of the order. In November 2014, plaintiff filed a second amended complaint which shortened the putative class period such that it was not alleged to have commenced until May 18, 2013 and made allegations that were not substantively very different than the allegations in the prior complaint. In early 2015, this case was assigned to a new federal judge in the District of New Jersey, and Old Hertz Holdings responded to the second amended complaint by filing another motion to dismiss. On July 22, 2015, the court granted Old Hertz Holdings’ motion to dismiss without prejudice and ordered that plaintiff could file a third amended complaint on or before August 22, 2015. On August 21, 2015, plaintiff filed a third amended complaint. The third amended complaint included additional allegations, named additional current and former officers as defendants and expanded the putative class period such that it was alleged to span from February 14, 2013 to July 16, 2015. Plaintiffs filed a fourth amended complaint to add a new plaintiff on March 1, 2016. Old Hertz Holdings and the individual defendants moved to dismiss the fourth amended complaint in its entirety with prejudice on March 24, 2016, and plaintiff filed its opposition to same. The court granted Old Hertz Holdings' motion to dismiss with prejudice on April 27, 2017. The plaintiffs appealed to the United States Court of Appeals for the Third Circuit and filed their Initial Brief in November 2017. Old Hertz Holdings - joined by two of the individual defendants along with a separate brief by one of the individual defendants - filed Opposition Briefs in January 2018. The plaintiffs’ Reply Brief was thereafter filed in February of 2018. Oral arguments were held on June 12, 2018. On September 20, 2018, the Third Circuit affirmed the dismissal of the fourth amended complaint with prejudice.

Governmental Investigations - In June 2014, the Company was advised by the staff of the New York Regional Office of the Securities and Exchange Commission (“SEC”) that it is investigating the events disclosed in certain of the Company’s filings with the SEC. In addition, starting in June 2016 the Company has had communications with the U.S. Attorney’s Office for the District of New Jersey regarding the same or similar events. The investigations and communications generally involve the restatements included in the Old Hertz Holdings Form 10-K for the year ended December 31, 2014, as filed with the SEC on July 16, 2015 and related accounting for prior periods. The Company has and intends to continue to cooperate with all requests related to the foregoing. The Company is engaged in discussions with the enforcement staff of the New York office of

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the SEC ("Staff") to resolve certain matters under investigation. Any proposed settlement that might result from discussions with the Staff would be subject to additional reviews and approvals, including acceptance and authorization by the SEC. The Company cannot predict the ultimate timing or the final terms of a possible settlement, including any settlement amount. The Company has accrued a loss contingency of $13.6 million which is its best estimate of probable loss based on current circumstances. It is possible that the final settlement could result in losses that exceed the accrual and could be material to the Company's consolidated financial condition, results of operations or cash flows.

Additionally, the Company previously identified certain activities in Brazil that raised issues under the Foreign Corrupt Practices Act (the "FCPA") and other federal and local laws, which the Company self-reported to appropriate government entities. The matters associated with the FCPA and other federal matters have been resolved without further action by the applicable U.S. government entities. The Company is continuing its cooperation with respect to matters under local Brazilian laws. The Company has accrued a loss contingency with respect to the ongoing Brazil-related matters that is not material. However, it is possible that an adverse outcome with respect to the ongoing matters in Brazil could result in losses that could be material to the Company's consolidated financial condition, results of operations or cash flows in any particular reporting period.

French Road Tax - The French Tax Authority has challenged the historic practice of several vehicle rental companies, including Hertz France, of registering vehicles in jurisdictions where it is established and where the road tax payable with respect to those vehicles is lower than the road tax payable in the jurisdictions where the vehicles will primarily be used. In respect of a period in 2005, the Company has unsuccessfully appealed the French Tax assessment to the highest Administrative court in France. In respect of a period from 2003 to 2005, following an adverse judgment, the Company appealed the French Tax Authority’s assessment to the Civil Court of Appeal. In March 2017, the Company received an adverse judgment in the 2003 -2005 road tax appeal from the Civil Court of Appeal. The Company appealed this decision to the Supreme Civil Court in May 2017. In December 2017, the French Tax Authority issued an assessment for registration tax for the year 2014 and the Company submitted a rebuttal to the French Tax Authority in February 2018. The Company began reserving for this matter in 2015 and assesses the reserve on a quarterly basis as part of the financial statements close process.

In addition to the matters described above, the Company maintains an internal compliance program through which it from time to time identifies other potential violations of laws and regulations applicable to the Company. When the Company identifies such matters, the Company conducts an internal investigation and otherwise cooperates with governmental authorities, as appropriate.

The Company has established reserves for matters where the Company believes that losses are probable and can be reasonably estimated. Other than the aggregate reserve established for claims for public liability and property damage, none of those reserves are material. For matters, including certain of those described above, where the Company has not established a reserve, the ultimate outcome or resolution cannot be predicted at this time, or the amount of ultimate loss, if any, cannot be reasonably estimated. These matters are subject to many uncertainties and the outcome of the individual litigated matters is not predictable with assurance. It is possible that certain of the actions, claims, inquiries or proceedings, including those discussed above, could be decided unfavorably to the Company or any of its subsidiaries involved. Accordingly, it is possible that an adverse outcome from such a proceeding could exceed the amount accrued in an amount that could be material to the accompanying consolidated financial condition, results of operations or cash flows in any particular reporting period.

Indemnification Obligations

In the ordinary course of business, the Company has executed contracts involving indemnification obligations customary in the relevant industry and indemnifications specific to a transaction such as the sale of a business. These indemnification obligations might include claims relating to the following: environmental matters; intellectual property rights; governmental regulations and employment-related matters; customer, supplier and other commercial contractual relationships; and financial matters. Specifically, the Company has indemnified various parties for the costs associated

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with remediating numerous hazardous substance storage, recycling or disposal sites in many states and, in some instances, for natural resource damages. The amount of any such expenses or related natural resource damages for which the Company may be held responsible could be substantial. In addition, Hertz entered into customary indemnification agreements with Hertz Holdings and certain of the Company's stockholders and their affiliates pursuant to which Hertz Holdings and Hertz will indemnify those entities and their respective affiliates, directors, officers, partners, members, employees, agents, representatives and controlling persons, against certain liabilities arising out of performance of a consulting agreement with Hertz Holdings and each of such entities and certain other claims and liabilities, including liabilities arising out of financing arrangements or securities offerings. The Company has entered into customary indemnification agreements with each of its directors and certain of its officers. Performance under these indemnification obligations would generally be triggered by a breach of terms of the contract or by a third-party claim. In connection with the Spin-Off, the Company executed an agreement with Herc Holdings that contains mutual indemnification clauses and a customary indemnification provision with respect to liability arising out of or resulting from assumed legal matters. The Company regularly evaluates the probability of having to incur costs associated with these indemnification obligations and has accrued for expected losses that are probable and estimable.

Note 12 — Related Party Transactions

Agreements with the Icahn Group

In the normal course of business, the Company purchases goods and services and leases property from entities controlled by Carl C. Icahn and his affiliates, including The Pep Boys - Manny, Moe & Jack (collectively, the "Icahn Group"). During the three months ended September 30, 2018 and 2017 , the Company purchased approximately $10 million and $3 million , respectively, worth of goods and services from these related parties. During the nine months ended September 30, 2018 and 2017 , the Company purchased approximately $27 million and $8 million , respectively, worth of goods and services from these related parties.

In May 2018, the Company sold approximately $36 million of marketable securities to the Icahn Group at the then current market price of such securities.

Transactions between Hertz Holdings and Hertz

In June 2017, Hertz entered into a master loan agreement with Hertz Holdings for a facility size of $425 million with an expiration in June 2018 (the "2017 Master Loan"). The interest rate is based on the U.S. Dollar LIBOR rate plus a margin.

In June 2018, upon expiration of the 2017 Master Loan, Hertz entered into a new master loan agreement with Hertz Holdings for a facility size of $425 million with an expiration in June 2019 (the "2018 Master Loan") where amounts outstanding under the 2017 Master Loan were transferred to the 2018 Master Loan. The interest rate is based on the U.S. Dollar LIBOR rate plus a margin. As of September 30, 2018 and December 31, 2017 , there was $115 million and $107 million , respectively, outstanding under the 2018 Master Loan representing advances and any accrued but unpaid interest.

As of September 30, 2018 and December 31, 2017 , Hertz has a due to affiliate in the amount of $65 million , which represents its tax-related liability to Hertz Holdings.

The above amounts are included in equity in the accompanying unaudited condensed consolidated balance sheets of Hertz.

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Other Relationships

In January 2018, Hertz entered into a Master Motor Vehicle Lease and Management Agreement (the “767 Lease Agreement”) pursuant to which Hertz granted 767 Auto Leasing LLC (“767”), an entity affiliated with the Icahn Group, the option to acquire certain vehicles from Hertz at rates aligned with the rates at which Hertz sells vehicles to third parties. Hertz will lease the vehicles, purchased by 767 under the 767 Lease Agreement or from third parties, under a mutually developed fleet plan and Hertz will manage, service, repair, sell and maintain those leased vehicles on behalf of 767. Hertz will rent the leased vehicles to drivers of TNC, including Lyft, Inc. drivers, from rental counters within locations leased or owned by affiliates of 767, including locations operated under a master lease agreement with The Pep Boys - Manny, Joe & Jack. The 767 Lease Agreement has an initial term of 18 months and is subject to automatic six-month renewals thereafter, unless terminated by either party (with or without cause) prior to the start of any such six-month renewal. 767’s payment obligations under the 767 Lease Agreement are guaranteed by American Entertainment Properties Corp. ("American"), an entity affiliated with Mr. Icahn. American contributed $15 million and $25 million to 767 during the three and nine months ended September 30, 2018, respectively. During the three and nine months ended September 30, 2018, the Company sold approximately 1,000 and 1,600 vehicles, respectively, to 767 for approximately $11 million and $18 million , respectively.

The Company is entitled to 25% of the profit from the rental of the leased vehicles, as specified in the 767 Lease Agreement, which is variable and based primarily on the rental revenue, less certain costs, such as depreciation, licensing and maintenance expenses. The Company has determined that it is the primary beneficiary of 767 due to its power to direct the activities of 767 that most significantly impact 767's economic performance and the Company's obligation to absorb 25% of 767's gains/losses. Accordingly, 767 is consolidated by the Company as a VIE.

Note 13 — Segment Information

The Company has identified three reportable segments, which are organized based on the products and services provided by its operating segments and the geographic areas in which its operating segments conduct business, as follows:


•	U.S. Rental Car ("U.S. RAC") - rental of vehicles (cars, crossovers and light trucks), as well as sales of value-added services, in the U.S. and consists of the Company's U.S. operating segment;

•

International Rental Car ("International RAC") - rental and leasing of vehicles (cars, vans, crossovers and light trucks), as well as sales of value-added services, internationally and consists of the Company's Europe and Other International operating segments, which are aggregated into a reportable segment based primarily upon similar economic characteristics, products and services, customers, delivery methods and general regulatory environments;


•	All Other Operations - primarily consists of the Company's Donlen business, which provides vehicle leasing and fleet management services, together with other business activities which represent less than 2% of revenues and expenses of the segment.

In addition to the above reportable segments, the Company has corporate operations ("Corporate") which includes general corporate assets and expenses and certain interest expense (including net interest on non-vehicle debt).

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The following tables provide significant statement of operations and balance sheet information by segment for each of Hertz Global and Hertz, as well as adjusted pre-tax income (loss), the segment measure of profitability.



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2018			2017			2018			2017
Revenues
U.S. Rental Car	$	1,852		$	1,685		$	4,905		$	4,557
International Rental Car	732			728			1,789			1,683
All Other Operations	174			159			515			473
Total Hertz Global and Hertz	$	2,758		$	2,572		$	7,209		$	6,713
Depreciation of revenue earning vehicles and lease charges, net
U.S. Rental Car	$	414		$	455		$	1,295		$	1,478
International Rental Car	128			126			342			311
All Other Operations	130			119			383			355
Total Hertz Global and Hertz	$	672		$	700		$	2,020		$	2,144
Adjusted Pre-tax Income (Loss) ^(a)
U.S. Rental Car	$	222		$	158		$	200		$	5
International Rental Car	133			147			201			200
All Other Operations	22			20			68			59
Corporate	(137		)	(137		)	(425		)	(371		)
Total Hertz Global	240			188			44			(107		)
Corporate - Hertz	2			1			5			4
Total Hertz	$	242		$	189		$	49		$	(103	)



(In millions)	September 30, 2018		December 31, 2017
Total Assets
U.S. Rental Car	$	14,495	$	12,785
International Rental Car	5,081		3,971
All Other Operations	1,763		1,700
Corporate	1,121		1,602
Total Hertz Global and Hertz	$	22,460	$	20,058

(a)

Adjusted Pre-tax Income (Loss), the Company's segment profitability measure, is calculated as income (loss) before income taxes plus non-cash acquisition accounting charges, debt-related charges relating to the amortization and write-off of debt financing costs and debt discounts and premiums, goodwill, intangible and tangible asset impairments and write downs, information technology and finance transformation costs, income or loss attributable to noncontrolling interests, and certain other miscellaneous or non-recurring items.

Reconciliations of Adjusted Pre-tax Income (Loss) by segment to consolidated amounts are summarized below.

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Hertz Global



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2018			2017			2018			2017
Adjusted Pre-tax Income (Loss):
U.S. Rental Car	$	222		$	158		$	200		$	5
International Rental Car	133			147			201			200
All Other Operations	22			20			68			59
Total reportable segments	377			325			469			264
Corporate ⁽¹⁾	(137		)	(137		)	(425		)	(371		)
Adjusted Pre-tax Income (Loss)	240			188			44			(107		)
Adjustments:
Acquisition accounting ⁽²⁾	(15		)	(15		)	(46		)	(47		)
Debt-related charges ⁽³⁾	(11		)	(12		)	(36		)	(33		)
Loss on extinguishment of debt ⁽⁴⁾	—			—			(22		)	(8		)
Restructuring and restructuring related charges ⁽⁵⁾	(12		)	(2		)	(26		)	(14		)
Impairment charges and asset write-downs ⁽⁶⁾	—			—			—			(116		)
Information technology and finance transformation costs ⁽⁷⁾	(24		)	(15		)	(75		)	(55		)
Other ⁽⁸⁾	3			(1		)	24			(17		)
Income (loss) before income taxes	$	181		$	143		$	(137	)	$	(397	)

Hertz



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2018			2017			2018			2017
Adjusted Pre-tax Income (Loss):
U.S. Rental Car	$	222		$	158		$	200		$	5
International Rental Car	133			147			201			200
All Other Operations	22			20			68			59
Total reportable segments	377			325			469			264
Corporate ⁽¹⁾	(135		)	(136		)	(420		)	(367		)
Adjusted Pre-tax Income (Loss)	242			189			49			(103		)
Adjustments:
Acquisition accounting ⁽²⁾	(15		)	(15		)	(46		)	(47		)
Debt-related charges ⁽³⁾	(11		)	(12		)	(36		)	(33		)
Loss on extinguishment of debt ⁽⁴⁾	—			—			(22		)	(8		)
Restructuring and restructuring related charges ⁽⁵⁾	(12		)	(2		)	(26		)	(14		)
Impairment charges and asset write-downs ⁽⁶⁾	—			—			—			(116		)
Information technology and finance transformation costs ⁽⁷⁾	(24		)	(15		)	(75		)	(55		)
Other ⁽⁸⁾	3			(1		)	24			(17		)
Income (loss) before income taxes	$	183		$	144		$	(132	)	$	(393	)


(1)	Represents general corporate expenses, non-vehicle interest expense, as well as other business activities.

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(2)	Represents incremental expense associated with amortization of other intangible assets and depreciation of property and equipment relating to acquisition accounting.


(3)	Primarily represents debt-related charges relating to the amortization of deferred financing costs and debt discounts and premiums.

(4)

In 2018, primarily represents $20 million of early redemption premium and write-off of deferred financing costs associated with the full redemption of the 4.375% European Vehicle Senior Notes due January 2019 in April 2018. In 2017, represents $6 million of early redemption premium and write-off of deferred financing costs associated with the redemption of certain notes and a $2 million write-off of deferred financing costs associated with the termination of commitments under the Senior RCF incurred during the second quarter.

(5)

Represents charges incurred under restructuring actions as defined in U.S. GAAP, excluding impairments and asset write-downs, which are shown separately in the table. Also includes restructuring related charges such as incremental costs incurred directly supporting business transformation initiatives. Such costs include transition costs incurred in connection with business process outsourcing arrangements and incremental costs incurred to facilitate business process re-engineering initiatives that involve significant organization redesign and extensive operational process changes. Also includes consulting costs, legal fees, the loss contingency, which totals $13.6 million for the nine months of 2018, and other expenses related to the previously disclosed accounting review and investigation.


(6)	In 2017, represents a second quarter $86 million impairment of the Dollar Thrifty tradename and a first quarter impairment of $30 million related to an equity method investment.


(7)	Represents costs associated with the Company’s information technology and finance transformation programs, both of which are multi-year initiatives to upgrade and modernize the Company’s systems and processes.

(8)

Represents miscellaneous or non-recurring items. In 2018, includes net loss attributable to noncontrolling interests, a $4 million and $21 million pre-tax gain on marketable securities during the third quarter and nine months, respectively, and a $6 million legal settlement received in the second quarter related to an oil spill in the Gulf of Mexico in 2010. In 2017, includes net expenses of $ 13 million resulting from hurricanes, partially offset by a $ 6 million pre-tax gain on the sale of the Company's Brazil Operations in the third quarter. Also, includes second quarter charges of $ 6 million for labor-related matters and $5 million relating to PLPD as a result of a terrorist event.

Note 14 — Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Hertz

The following condensed consolidating financial information presents the Condensed Consolidating Balance Sheets as of September 30, 2018 and December 31, 2017 , the Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2018 and 2017 and the Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 of (a) The Hertz Corporation, ("Parent”); (b) the Parent's subsidiaries that guarantee the Senior Notes issued by the Parent ("Guarantor Subsidiaries"); (c) the Parent's subsidiaries that do not guarantee the Senior Notes issued by the Parent ("Non-Guarantor Subsidiaries"); (d) elimination entries necessary to consolidate the Parent with the Guarantor Subsidiaries and Non-Guarantor Subsidiaries ("Eliminations"); and of (e) Hertz on a consolidated basis.

Investments in subsidiaries are accounted for using the equity method for purposes of the consolidating presentation. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions. The Guarantor Subsidiaries are 100% owned by the Parent and all guarantees are full and unconditional and joint and several. Additionally, substantially all of the assets of the Guarantor Subsidiaries are pledged under the Senior Facilities and Senior Second Priority Secured Notes, and consequently will not be available to satisfy the claims of Hertz's general creditors. In lieu of providing separate unaudited financial statements for the Guarantor Subsidiaries, Hertz has included the accompanying condensed consolidating financial statements based on Rule 3-10 of the SEC's Regulation S-X. Management of Hertz does not believe that separate financial statements of the Guarantor Subsidiaries are material to Hertz's investors; therefore, separate financial statements and other disclosures concerning the Guarantor Subsidiaries are not presented.

During the preparation of the condensed consolidating financial information of The Hertz Corporation and Subsidiaries as of and for the year ended December 31, 2017, it was determined that there were classification errors within the investing section of the statements of cash flows that resulted in overstatement of capital contributions to subsidiaries and return of capital from subsidiaries for the Parent and classification errors within the financing section of the statements of cash flows that resulted in overstatement of capital contributions received from parent and payment of dividends and returns of capital for the Non-Guarantor Subsidiaries. The overstatement was $164 million for the nine months ended September 30, 2017 . The errors, which the Company has determined are not material to this disclosure, had no impact to cash from investing activities for the Parent or cash from financing activities of the Non-Guarantor Subsidiaries, and had no impact to any cash flows of the Guarantor Subsidiaries. These errors are eliminated in

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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consolidation and therefore have no impact on the Company’s unaudited condensed consolidated financial condition, results of operations or cash flows. The Company has revised the Condensed Consolidating Statements of Cash Flows for the Parent, Non-Guarantor Subsidiaries and Eliminations for the nine months ended September 30, 2017 to correct for these errors.

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THE HERTZ CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEET

September 30, 2018

(In millions)



	Parent (The Hertz Corporation)		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			The Hertz Corporation & Subsidiaries
ASSETS
Cash and cash equivalents	$	271	$	7	$	483	$	—		$	761
Restricted cash and cash equivalents	90		8		167		—			265
Total cash, cash equivalents, restricted cash and restricted cash equivalents	361		15		650		—			1,026
Receivables, net of allowance	441		166		1,198		—			1,805
Due from affiliates	3,486		5,200		8,575		(17,261		)	—
Prepaid expenses and other assets	4,719		36		292		(4,056		)	991
Revenue earning vehicles, net	453		1		13,123		—			13,577
Property and equipment, net	590		62		129		—			781
Investment in subsidiaries, net	7,695		1,334		—		(9,029		)	—
Other intangible assets, net	139		3,052		6		—			3,197
Goodwill	102		943		38		—			1,083
Total assets	$	17,986	$	10,809	$	24,011	$	(30,346	)	$	22,460
LIABILITIES AND STOCKHOLDER'S EQUITY
Due to affiliates	$	10,728	$	2,270	$	4,263	$	(17,261	)	$	—
Accounts payable	430		112		462		—			1,004
Accrued liabilities	797		67		442		—			1,306
Accrued taxes, net	90		19		2,711		(2,639		)	181
Debt	4,554		—		12,604		—			17,158
Public liability and property damage	185		40		214		—			439
Deferred income taxes, net	—		1,525		1,038		(1,417		)	1,146
Total liabilities	16,784		4,033		21,734		(21,317		)	21,234
Stockholder's equity:
Total stockholder's equity attributable to Hertz	1,202		6,776		2,253		(9,029		)	1,202
Noncontrolling interest	—		—		24		—			24
Total stockholder's equity	1,202		6,776		2,277		(9,029		)	1,226
Total liabilities and stockholder's equity	$	17,986	$	10,809	$	24,011	$	(30,346	)	$	22,460

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THE HERTZ CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2017

(In millions)



	Parent (The Hertz Corporation)		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			The Hertz Corporation & Subsidiaries
ASSETS
Cash and cash equivalents	$	686	$	9	$	377	$	—		$	1,072
Restricted cash and cash equivalents	225		7		200		—			432
Total cash, cash equivalents, restricted cash and restricted cash equivalents	911		16		577		—			1,504
Receivables, net of allowance	366		167		832		—			1,365
Due from affiliates	3,373		4,567		8,794		(16,734		)	—
Prepaid expenses and other assets	3,747		37		302		(3,399		)	687
Revenue earning vehicles, net	352		2		10,982		—			11,336
Property and equipment, net	639		61		140		—			840
Investment in subsidiaries, net	7,966		1,265		—		(9,231		)	—
Other intangible assets, net	141		3,091		10		—			3,242
Goodwill	102		944		38		—			1,084
Total assets	$	17,597	$	10,150	$	21,675	$	(29,364	)	$	20,058
LIABILITIES AND STOCKHOLDER'S EQUITY
Due to affiliates	$	10,368	$	2,156	$	4,210	$	(16,734	)	$	—
Accounts payable	375		92		479		—			946
Accrued liabilities	473		73		374		—			920
Accrued taxes, net	77		21		2,235		(2,173		)	160
Debt	4,619		—		10,246		—			14,865
Public liability and property damage	165		37		225		—			427
Deferred income taxes, net	—		1,451		995		(1,226		)	1,220
Total liabilities	16,077		3,830		18,764		(20,133		)	18,538
Stockholder's equity:
Total stockholder's equity	1,520		6,320		2,911		(9,231		)	1,520
Total liabilities and stockholder's equity	$	17,597	$	10,150	$	21,675	$	(29,364	)	$	20,058

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THE HERTZ CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended September 30, 2018

(In millions)



	Parent (The Hertz Corporation)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			The Hertz Corporation & Subsidiaries
Total revenues	$	1,349		$	418		$	2,272		$	(1,281	)	$	2,758
Expenses:
Direct vehicle and operating	865			190			404			—			1,459
Depreciation of revenue earning vehicles and lease charges, net	1,200			91			662			(1,281		)	672
Selling, general and administrative	176			24			65			—			265
Interest (income) expense, net	108			(42		)	120			—			186
Other (income) expense, net	(6		)	—			(1		)	—			(7		)
Total expenses	2,343			263			1,250			(1,281		)	2,575
Income (loss) before income taxes and equity in earnings (losses) of subsidiaries	(994		)	155			1,022			—			183
Income tax (provision) benefit	270			(41		)	(271		)	—			(42		)
Equity in earnings (losses) of subsidiaries, net of tax	866			32			—			(898		)	—
Net income (loss)	142			146			751			(898		)	141
Net (income) loss attributable to noncontrolling interests	—			—			1			—			1
Net income (loss) attributable to Hertz	142			146			752			(898		)	142
Total other comprehensive income (loss), net of tax	—			2			(1		)	(1		)	—
Comprehensive income (loss) attributable to Hertz	$	142		$	148		$	751		$	(899	)	$	142

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THE HERTZ CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended September 30, 2017

(In millions)



	Parent (The Hertz Corporation)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			The Hertz Corporation & Subsidiaries
Total revenues	$	1,296		$	394		$	1,861		$	(979	)	$	2,572
Expenses:
Direct vehicle and operating	772			188			388			—			1,348
Depreciation of revenue earning vehicles and lease charges, net	826			98			669			(893		)	700
Selling, general and administrative	151			9			57			—			217
Interest (income) expense, net	108			(26		)	93			—			175
Intangible asset impairments	—			—			—			—			—
Other (income) expense, net	(4		)	—			(8		)	—			(12		)
Total expenses	1,853			269			1,199			(893		)	2,428
Income (loss) before income taxes and equity in earnings (losses) of subsidiaries	(557		)	125			662			(86		)	144
Income tax (provision) benefit	188			(43		)	(195		)	—			(50		)
Equity in earnings (losses) of subsidiaries, net of tax	463			37			—			(500		)	—
Net income (loss)	94			119			467			(586		)	94
Total other comprehensive income (loss), net of tax	15			4			14			(18		)	15
Total comprehensive income (loss)	$	109		$	123		$	481		$	(604	)	$	109

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THE HERTZ CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Nine Months Ended September 30, 2018

(In millions)




	Parent (The Hertz Corporation)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			The Hertz Corporation & Subsidiaries
Total revenues	$	3,598		$	1,105		$	5,890		$	(3,384	)	$	7,209
Expenses:
Direct vehicle and operating	2,455			544			1,044			—			4,043
Depreciation of revenue earning vehicles and lease charges, net	3,185			273			1,946			(3,384		)	2,020
Selling, general and administrative	516			53			196			—			765
Interest (income) expense, net	311			(112		)	350			—			549
Other (income) expense, net	(33		)	—			(3		)	—			(36		)
Total expenses	6,434			758			3,533			(3,384		)	7,341
Income (loss) before income taxes and equity in earnings (losses) of subsidiaries	(2,836		)	347			2,357			—			(132		)
Income tax (provision) benefit	627			(76		)	(541		)	—			10
Equity in earnings (losses) of subsidiaries, net of tax	2,088			90			—			(2,178		)	—
Net income (loss)	(121		)	361			1,816			(2,178		)	(122		)
Net (income) loss attributable to noncontrolling interests	—			—			1			—			1
Net income (loss) attributable to Hertz	(121		)	361			1,817			(2,178		)	(121		)
Total other comprehensive income (loss), net of tax	(17		)	(3		)	(18		)	21			(17		)
Comprehensive income (loss) attributable to Hertz	$	(138	)	$	358		$	1,799		$	(2,157	)	$	(138	)

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THE HERTZ CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Nine Months Ended September 30, 2017

(In millions)




	Parent (The Hertz Corporation)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			The Hertz Corporation & Subsidiaries
Total revenues	$	3,516		$	1,055		$	5,109		$	(2,967	)	$	6,713
Expenses:
Direct vehicle and operating	2,201			538			996			—			3,735
Depreciation of revenue earning vehicles and lease charges, net	2,587			313			2,004			(2,760		)	2,144
Selling, general and administrative	457			28			176			—			661
Interest (income) expense, net	290			(73		)	244			—			461
Intangible asset impairments	—			86			—			—			86
Other (income) expense, net	30			—			(11		)	—			19
Total expenses	5,565			892			3,409			(2,760		)	7,106
Income (loss) before income taxes and equity in earnings (losses) of subsidiaries	(2,049		)	163			1,700			(207		)	(393		)
Income tax (provision) benefit	760			(57		)	(596		)	—			107
Equity in earnings (losses) of subsidiaries, net of tax	1,003			100			—			(1,103		)	—
Net income (loss)	(286		)	206			1,104			(1,310		)	(286		)
Total other comprehensive income (loss), net of tax	21			6			19			(25		)	21
Total comprehensive income (loss)	$	(265	)	$	212		$	1,123		$	(1,335	)	$	(265	)

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THE HERTZ CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2018

(In millions)



	Parent (The Hertz Corporation)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			The Hertz Corporation & Subsidiaries
Net cash provided by (used in) operating activities	$	187		$	7		$	3,732		$	(1,905	)	$	2,021
Cash flows from investing activities:
Revenue earning vehicles expenditures	(328		)	—			(9,748		)	—			(10,076		)
Proceeds from disposal of revenue earning vehicles	183			—			5,195			—			5,378
Capital asset expenditures, non-vehicle	(85		)	(8		)	(26		)	—			(119		)
Proceeds from property and other equipment disposed of or to be disposed of	41			—			6			—			47
Purchases of marketable securities	(60		)	—			—			—			(60		)
Sales of marketable securities	36			—			—			—			36
Other	(2		)	—			(3		)	—			(5		)
Capital contributions to subsidiaries	(2,817		)	—			—			2,817			—
Return of capital from subsidiaries	2,445			—			—			(2,445		)	—
Proceeds from/repayments of intercompany loan	—			—			78			(78		)	—
Net cash provided by (used in) investing activities	(587		)	(8		)	(4,498		)	294			(4,799		)
Cash flows from financing activities:
Proceeds from issuance of vehicle debt	1,809			—			10,062			—			11,871
Repayments of vehicle debt	(1,862		)	—			(7,663		)	—			(9,525		)
Proceeds from issuance of non-vehicle debt	387			—			—			—			387
Repayments of non-vehicle debt	(398		)	—			—			—			(398		)
Payment of financing costs	(1		)	—			(29		)	—			(30		)
Early redemption premium payment	—			—			(19		)	—			(19		)
Advances to Hertz Holdings	(7		)	—			—			—			(7		)
Contributions from noncontrolling interest owners	—			—			25			—			25
Capital contributions received from parent	—			—			2,817			(2,817		)	—
Payment of dividends and return of capital	—			—			(4,350		)	4,350			—
Proceeds from/repayments of intercompany loan	(78		)	—			—			78			—
Net cash provided by (used in) financing activities	(150		)	—			843			1,611			2,304
Effect of foreign currency exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	—			—			(4		)	—			(4		)
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents during the period	(550		)	(1		)	73			—			(478		)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	911			16			577			—			1,504
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	361		$	15		$	650		$	—		$	1,026

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THE HERTZ CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2017

(In millions)



	Parent (The Hertz Corporation)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			The Hertz Corporation & Subsidiaries
Net cash provided by (used in) operating activities	$	(80	)	$	17		$	3,255		$	(1,211	)	$	1,981
Cash flows from investing activities:
Revenue earning vehicles expenditures	(195		)	(5		)	(8,483		)	—			(8,683		)
Proceeds from disposal of revenue earning vehicles	123			—			5,162			—			5,285
Capital asset expenditures, non-vehicle	(82		)	(8		)	(34		)	—			(124		)
Proceeds from disposal of property and other equipment	7			—			11			—			18
Proceeds from sale of Brazil Operations, net of retained cash	—			—			94			—			94
Sales of marketable securities	—			—			9			—			9
Other	—			—			(4		)	—			(4		)
Capital contributions to subsidiaries	(2,060		)	—			—			2,060			—
Return of capital from subsidiaries	2,099			—			—			(2,099		)	—
Proceeds from/repayments of intercompany loan	—			—			80			(80		)	—
Net cash provided by (used in) investing activities	(108		)	(13		)	(3,165		)	(119		)	(3,405		)
Cash flows from financing activities:
Proceeds from issuance of vehicle debt	1,133			—			5,774			—			6,907
Repayments of vehicle debt	(1,129		)	—			(4,758		)	—			(5,887		)
Proceeds from issuance of non-vehicle debt	2,100			—			—			—			2,100
Repayments of non-vehicle debt	(986		)	—			—			—			(986		)
Payment of financing costs	(18		)	(4		)	(21		)	—			(43		)
Early redemption premium payment	(5		)	—			—			—			(5		)
Advances to Hertz Holdings	(4		)	—			—			—			(4		)
Other	(1		)	—			—			—			(1		)
Capital contributions received from parent	—			—			2,060			(2,060		)	—
Payment of dividends and return of capital	—			—			(3,310		)	3,310			—
Proceeds from/repayments of intercompany loan	(80		)	—			—			80			—
Net cash provided by (used in) financing activities	1,010			(4		)	(255		)	1,330			2,081
Effect of foreign currency exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	—			—			26			—			26
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents during the period	822			—			(139		)	—			683
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	510			18			566			—			1,094
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	1,332		$	18		$	427		$	—		$	1,777

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Hertz Global Holdings, Inc. (together with its consolidated subsidiaries and variable interest entities, "Hertz Global") is a holding company and its principal, wholly owned subsidiary is The Hertz Corporation (together with its consolidated subsidiaries and variable interest entities, "Hertz"). As Hertz Global consolidates Hertz for financial statement purposes, disclosures that relate to activities of Hertz also apply to Hertz Global, unless otherwise noted. Hertz comprises approximately the entire balance of Hertz Global's assets, liabilities and operating cash flows. In addition, Hertz's operating revenues and operating expenses comprise nearly 100% of Hertz Global's revenues and operating expenses. As such, Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") that follows for Hertz also applies to Hertz Global in all material respects, and differences between the operations and results of Hertz and Hertz Global are separately disclosed and explained. We sometimes use the words "we," "our," "us," and the "Company" in this MD&A for disclosures that relate to all of Hertz and Hertz Global.

This MD&A should be read in conjunction with the MD&A presented in our 2017 Form 10‑K and the unaudited condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Report on Form 10-Q for the quarterly period ended September 30, 2018 (this "Report"), which include additional information about our accounting policies, practices and the transactions underlying our financial results. The preparation of our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts in our unaudited condensed consolidated financial statements and the accompanying notes including vehicle depreciation and various claims and contingencies related to lawsuits, taxes and other matters arising during the normal course of business. We apply our best judgment, our knowledge of existing facts and circumstances and our knowledge of actions that we may undertake in the future in determining the estimates that will affect our unaudited condensed consolidated financial statements. We evaluate our estimates on an ongoing basis using our historical experience, as well as other factors we believe to be appropriate under the circumstances, such as current economic conditions, and adjust or revise our estimates as circumstances change. As future events and their effects cannot be determined with precision, actual results may differ from these estimates.

In this MD&A we refer to certain key metrics and non-GAAP measures, including the following:

•

Adjusted Pre-Tax Income (Loss) - important to management because it allows management to assess the operational performance of our business, exclusive of certain items, and allows management to assess the performance of the entire business on the same basis as the segment measure of profitability. Management believes that it is important to investors for the same reasons it is important to management and because it allows them to assess our operational performance on the same basis that management uses internally.

•

Net Depreciation Per Unit Per Month - important to management and investors as depreciation of revenue earning vehicles and lease charges is one of our largest expenses for the vehicle rental business and is driven by the number of vehicles, expected residual values at the time of disposal and expected hold period of the vehicles. Net Depreciation Per Unit Per Month is reflective of how we are managing the costs of our vehicles and facilitates a comparison with other participants in the vehicle rental industry.


•	Total Revenue Per Transaction Day ("Total RPD," also referred to as "pricing") - important to management and investors as it represents a measurement of the changes in underlying pricing in the vehicle rental business and encompasses the elements in vehicle rental pricing that management has the ability to control.


•	Total Revenue Per Unit Per Month ("Total RPU") - important to management and investors as it provides a measure of revenue productivity relative to the total number of vehicles in our fleet whether owned or leased ("Average Vehicles" or "fleet capacity").

•

Transaction Days - important to management and investors as it represents the number of revenue generating days ("volume"). It is used as a component to measure Total RPD and Vehicle Utilization. Transaction Days represent the total number of 24-hour periods, with any partial period counted as one transaction day, that vehicles were on rent (the period between when a rental contract is opened and closed) in a given period. Thus, it is possible for a vehicle to attain more than one transaction day in a 24-hour period.


•	Vehicle Utilization - important to management and investors because it is the measurement of the proportion of our vehicles that are being used to generate revenues relative to fleet capacity. Higher vehicle utilization means more vehicles are being utilized to generate revenue.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Key metrics and non-GAAP measures should not be considered in isolation and should not be considered superior to, or a substitute for, financial measures calculated in accordance with U.S. GAAP. The above key metrics and non-GAAP measures are defined, and the non-GAAP measures are reconciled to their most comparable U.S. GAAP measure, in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.

OUR COMPANY

Hertz Global was incorporated in Delaware in 2015 to serve as the top-level holding company for Rental Car Intermediate Holdings, LLC, which wholly owns Hertz, Hertz Global's primary operating company. Hertz was incorporated in Delaware in 1967 and is a successor to corporations that have been engaged in the vehicle rental and leasing business since 1918.

We operate our vehicle rental business globally through the Hertz, Dollar and Thrifty brands from approximately 10,200 corporate and franchisee locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East and New Zealand. We are one of the largest worldwide airport general use vehicle rental companies and our Hertz brand name is one of the most recognized globally, signifying leadership in quality rental services and products. We have an extensive network of rental locations in the U.S. and in all major European markets. We believe that we maintain one of the leading airport vehicle rental brand market shares, by overall reported revenues, in the U.S. and at major airports in Europe where data regarding vehicle rental concessionaire activity is available. We are a leading provider of comprehensive, integrated vehicle leasing and fleet management solutions through our Donlen subsidiary.

OVERVIEW OF OUR BUSINESS AND OPERATING ENVIRONMENT

We are engaged principally in the business of renting and leasing vehicles primarily through our Hertz, Dollar and Thrifty brands. In addition to vehicle rental, we provide comprehensive, integrated vehicle leasing and fleet management solutions through our Donlen subsidiary. We have a diversified revenue base and a highly variable cost structure and are able to adjust fleet capacity, the most significant determinant of our costs, over time to meet expectations of market demand. Our profitability is primarily a function of the volume, mix and pricing of rental transactions and the utilization of vehicles, the related ownership cost of vehicles and other operating costs. Significant changes in the purchase price or residual values of vehicles or interest rates can have a significant effect on our profitability depending on our ability to adjust pricing for these changes. We continue to balance our mix of non-program and program vehicles based on market conditions, including residual values. Our business requires significant expenditures for vehicles, and consequently we require substantial liquidity to finance such expenditures. See "Liquidity and Capital Resources" below.

Our strategy includes optimization of our vehicle rental operations, disciplined performance management and evaluation of all locations and the pursuit of same-store sales growth.

Our total revenues primarily are derived from rental and related charges and consist of:

•

Vehicle rental revenues - revenues from all company-operated vehicle rental operations, including charges to customers for the reimbursement of costs incurred relating to airport concession fees and vehicle license fees, the fueling of vehicles and revenues associated with value-added services associated with vehicle rentals, including the sale of loss or collision damage waivers, liability insurance coverage, parking and other products and fees, ancillary revenues associated with the retail vehicle sales channel and certain royalty fees from our franchisees (such fees are less than 2% of total revenues each period); and


•	All other operations revenues - revenues from vehicle leasing and fleet management services by our Donlen business and other business activities.

Our expenses primarily consist of:


•	Direct vehicle and operating expense ("DOE") - primarily wages and related benefits, commissions and concession fees paid to airport authorities, travel agents and others, facility, self-insurance and reservation

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

costs and other costs relating to the operation and rental of revenue earning vehicles, such as damage, maintenance and fuel costs;


•	Depreciation expense and lease charges, net relating to revenue earning vehicles (including net gains or losses on the disposal of such vehicles);


•	Selling, general and administrative expense ("SG&A"), which includes costs for information technology and finance transformation programs; and


•	Interest expense, net.

Our Business Segments

We have identified three reportable segments, which are organized based on the products and services provided by our operating segments and the geographic areas in which our operating segments conduct business, as follows:


•	U.S. Rental Car ("U.S. RAC") - Rental of vehicles, as well as sales of value-added services, in the U.S.;


•	International Rental Car ("International RAC") - Rental and leasing of vehicles, as well as sales of value-added services, internationally; and


•	All Other Operations - Comprised primarily of our Donlen business, which provides vehicle leasing and fleet management services, and other business activities.

In addition to the above reportable segments, we have Corporate operations. We assess performance and allocate resources based upon the financial information for our operating segments.

Fleet

We periodically review and adjust the mix between program and non-program vehicles in our fleet in an effort to optimize the mix of vehicles. Program vehicles generally provide us with flexibility to increase or reduce the size of our fleet based on economic demand. When we increase the percentage of program vehicles, the average age of our fleet decreases since the average holding period for program vehicles is shorter than for non-program vehicles. We dispose of our non-program vehicles via auction, dealer-direct and our retail locations. Non-program vehicles disposed of through our retail outlets allow us the opportunity for value-added revenue, such as warranty, financing and title fees. We adjust the ratio of program and non-program vehicles in our fleet as needed based on contract negotiations and the economic environment pertaining to our industry.

Seasonality

Our vehicle rental operations are a seasonal business, with decreased levels of business in the winter months and heightened activity during the spring and summer peak ("our peak season") for the majority of countries where we generate our revenues. To accommodate increased demand, we increase our available fleet and staff during the second and third quarters of the year. As business demand declines, vehicles and staff are decreased accordingly. A number of our other major operating costs, including airport concession fees, commissions and vehicle liability expenses, are directly related to revenues or transaction volumes. In addition, our management expects to utilize enhanced process improvements, including utilization initiatives and the use of our information technology systems, to help manage our variable costs. Generally, between 70% and 75% of our annual operating costs represent variable costs, while the remaining costs are fixed or semi-fixed. We also maintain a flexible workforce, with a significant number of part-time and seasonal workers. Certain operating expenses, including real estate taxes, rent, insurance, utilities, maintenance and other facility-related expenses, the costs of operating our information technology systems and minimum staffing costs, remain fixed and cannot be adjusted for seasonal demand.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Adoption of the new Revenue Standard

Effective January 1, 2018, we adopted the new revenue standard, Topic 606, which resulted in a net increase to beginning accumulated deficit in the amount of $189 million related to the cumulative effect of our loyalty program. The adoption of Topic 606 did not have a significant impact to our results of operations for the third quarter and nine months ended September 30, 2018. See the Revenue from Contracts with Customers section in Note 2 , " Basis of Presentation and Recently Issued Accounting Pronouncements " for further information.

2018 Operating Overview

The following provides an overview of our business and financial performance and key factors influencing our results:


•	U.S. RAC


◦	3Q 2018 versus 3Q 2017 :


▪	Total revenues increase d $167 million , or 10%


▪	Total RPD and Total RPU increase d 3%


▪	Transaction Days increase d 7%


▪	Depreciation of revenue earning vehicles and lease charges, net decrease d 9% to $414 million


▪	Net Depreciation Per Unit Per Month decrease d 15% to $261


▪	Vehicle Utilization was 81%, an increase of 30 bps


▪	DOE as a percentage of total revenues was flat at 58%


▪	SG&A as a percentage of total revenues increase d 130 bps ( 7% versus 6% )


◦	Nine months of 2018 versus nine months of 2017 :


▪	Total revenues increase d $348 million , or 8%


▪	Total RPD increase d 1% , and Total RPU increase d 3%


▪	Transaction Days increase d 7%


▪	Depreciation of revenue earning vehicles and lease charges, net decrease d 12% to $1.3 billion


▪	Net Depreciation Per Unit Per Month decrease d 16% to $282


▪	Vehicle Utilization increase d 190 bps ( 81% versus 79% )


▪	DOE as a percentage of total revenues increase d 110 bps ( 61% versus 60% )


▪	SG&A as a percentage of total revenues increase d 70 bps ( 7% versus 6% )

• International RAC


◦	3Q 2018 versus 3Q 2017 :


▪	Total revenues increase d $4 million , or 1% , and increase d $18 million , or 3% , excluding the impact of foreign currency exchange at average rates ("fx")


▪	Total RPD increase d 3% , and Total RPU increase d 1%


▪	Transaction Days were flat


▪	Depreciation of revenue earning vehicles and lease charges, net increase d 2% to $128 million , and increase d $5 million , or 4% , excluding fx


▪	Net Depreciation Per Unit Per Month increase d 3% to $205


▪	Vehicle Utilization decrease d 120 bps ( 80% versus 82% )


▪	DOE as a percentage of total revenues increase d 140 bps ( 52% versus 51% )


▪	SG&A as a percentage of total revenues was flat at 9%


◦	Nine months of 2018 versus nine months of 2017 :


▪	Total revenues increase d $106 million , or 6% , and increase d $40 million , or 2% , excluding fx


▪	Total RPD increase d 3% , and Total RPU increase d 2%


▪	Transaction Days decrease d 1%


▪	Depreciation of revenue earning vehicles and lease charges, net increase d 10% to $342 million , and increase d $15 million , or 5% , excluding fx


▪	Net Depreciation Per Unit Per Month increase d 6% to $208


▪	Vehicle Utilization decrease d 80 bps ( 78% versus 79% )

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


▪	DOE as a percentage of total revenues decrease d 90 bps ( 56% versus 57% )


▪	SG&A as a percentage of total revenues was flat at 10%


•	Recorded $24 million and $75 million in expenses during the third quarter and the nine months of 2018 , respectively, associated with our information technology and finance transformation programs, compared to $15 million and $55 million during the third quarter and nine months of 2017 , respectively.

For more information on the above, see the discussion of our results on a consolidated basis and by segment that follows herein.

CONSOLIDATED RESULTS OF OPERATIONS - HERTZ



	Three Months Ended September 30,						Percent Increase/(Decrease)		Nine Months Ended September 30,						Percent Increase/(Decrease)
($ in millions)	2018			2017			Percent Increase/(Decrease)		2018			2017			Percent Increase/(Decrease)
Total revenues	$	2,758		$	2,572		7	%	$	7,209		$	6,713		7	%
Direct vehicle and operating expenses	1,459			1,348			8		4,043			3,735			8
Depreciation of revenue earning vehicles and lease charges, net	672			700			(4	)	2,020			2,144			(6	)
Selling, general and administrative expenses	265			217			22		765			661			16
Interest expense, net:
Vehicle	115			90			28		336			242			39
Non-vehicle	71			85			(16	)	213			219			(3	)
Interest expense, net	186			175			6		549			461			19
Intangible asset impairments	—			—			—		—			86			(100	)
Other (income) expense, net	(7		)	(12		)	(42	)	(36		)	19			NM
Income (loss) before income taxes	183			144			27		(132		)	(393		)	(66	)
Income tax (provision) benefit	(42		)	(50		)	(16	)	10			107			(91	)
Net income (loss)	$	141		$	94		50		$	(122	)	$	(286	)	(57	)
Net (income) loss attributable to noncontrolling interests	$	1		$	—		—		$	1		$	—		—
Net income (loss) attributable to Hertz	$	142		$	94		51		$	(121	)	$	(286	)	(58	)
Adjusted Pre-tax Income (Loss) ^(a)	$	242		$	189		28		$	49		$	(103	)	NM

Footnotes to the table above are shown in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.

NM - Not meaningful

Three Months Ended September 30, 2018 Compared with Three Months Ended September 30, 2017

Total revenues increase d $186 million , or 7% , due primarily to an increase of $167 million and $15 million in our U.S. RAC and All Other Operations segments, respectively. U.S. RAC revenues increase d due to 7% higher volume, comprised of a 17% increase for our off airport business and a 2% increase for our airport business, while Total RPD increase d 3% for the segment. Total revenues in our All Other Operations segment increase d $15 million primarily due to an increase in Donlen's leasing volume. Revenues for the International RAC segment increased slightly and, excluding a $14 million fx impact, increase d $18 million , or 3% , driven by a 3% increase in Total RPD.

DOE increased $111 million year over year primarily due to an increase of $98 million in our U.S. RAC segment and $12 million in our International RAC segment. The increase in our U.S. RAC segment was primarily due to increased core rental volumes, transportation network companies ("TNC") rentals and investments in additional personnel related to our transformation initiatives. Excluding an $8 million fx impact, DOE for International RAC increase d $20 million primarily due to increased personnel and other vehicle expenses.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Depreciation of revenue earning vehicles and lease charges, net decrease d $28 million , or 4% , primarily due to a $41 million decrease in our U.S. RAC segment resulting from favorable acquisition prices and residual values, and opportunistic sales of certain models. The decrease was partially offset by an $11 million increase in our All Other Operations segment.

SG&A increase d $48 million , or 22% , in the third quarter of 2018 compared to 2017 , primarily due to an increase of $63 million in marketing, information technology and finance transformation program costs, litigation charges, including the loss contingency related to the previously disclosed accounting review and investigation, incentive compensation and other expenses, offset by a $15 million decrease due to labor related matters and other expenses. The above changes are primarily related to our U.S. RAC segment and corporate operations.

Vehicle interest expense, net increase d $25 million , or 28% , in the third quarter of 2018 compared to 2017 primarily due to higher market interest rates, increased margins on bank funded facilities and an increase in debt levels due to higher average fleet.

Non-vehicle interest expense, net decrease d $14 million, or 16%, in the third quarter of 2018 compared to 2017 , primarily due to decreased outstanding non-vehicle debt balances, partially offset by the impact of higher interest rates primarily associated with a higher LIBOR.

We had other income of $7 million for the third quarter of 2018 compared to $12 million in the third quarter of 2017 . Other income in 2018 was primarily comprised of a pre-tax gain on marketable securities. Other income in 2017 was primarily comprised of a pre-tax gain on the sale of our Brazil Operations recorded in the International RAC segment and a pre-tax gain resulting from a return of capital from an equity method investment.

The effective tax rate in the third quarter of 2018 was ( 23% ) compared to ( 35% ) in the third quarter of 2017 . We recorded a tax provision of $42 million in the third quarter of 2018 compared to $50 million in the third quarter of 2017 . The effective income tax rate and related tax provision were lower primarily due to the reduced corporate tax rate as a result of the TCJA, tax credits, and the composition of earnings by jurisdictions, partially offset by a net provisional amount of $15 million for the one-time transition tax related to TCJA. The provisional amount for the one-time transition tax related to TCJA may change in the fourth quarter of 2018 once we finalize our calculation.

Adjusted Pre-tax Income was $242 million in the third quarter of 2018 compared to $189 million in the third quarter of 2017 . See footnote (a) in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" for a summary and description of reconciling adjustments on a consolidated basis.

Nine Months Ended September 30, 2018 Compared with Nine Months Ended September 30, 2017

Total revenues increase d $496 million , or 7% , due primarily to an increase of $348 million , $106 million and $42 million in our U.S. RAC, International RAC, and All Other Operations segments, respectively. U.S. RAC revenues increase d due to a 7% increase in volume, comprised of a 15% increase for our off airport business and a 2% increase for our airport business, and increase d Total RPD of 1% . Excluding a $66 million fx impact, International RAC revenues increase d $40 million , or 2% , driven by a 3% increase in Total RPD, partially offset by a 1% decrease in transaction days. Total revenues in our All Other Operations segment increase d primarily due to an increase in Donlen's leasing volume.

DOE increase d $308 million year over year primarily due to increases of $266 million and $44 million in our U.S. RAC and International RAC segments, respectively. The increase in our U.S. RAC segment was primarily due to increased core rental volumes (those excluding TNC rentals), investments in additional personnel related to our transformation initiatives and TNC rentals. Excluding the $43 million fx impact, DOE for International RAC was nearly flat.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Depreciation of revenue earning vehicles and lease charges, net decrease d $124 million , or 6% , primarily due to a $183 million decrease in our U.S. RAC segment resulting from decreases in losses on disposal of revenue earning vehicles due to stabilization in residual values and a 14 percentage point increase in dispositions through dealer direct and retail sales channels. The decrease was partially offset by an increase of $31 million and $28 million in our International RAC and All Other Operations segments, respectively. Excluding a $16 million fx impact, depreciation of revenue earning vehicles and lease charges, net for our International RAC segment increase d $15 million resulting from higher per vehicle depreciation rates. The increase in All Other Operations was due to an increase in Donlen's leasing volume.

SG&A increase d $104 million , or 16% , in the nine months of 2018 compared to 2017 , due to an increase of $143 million in marketing, information technology and finance transformation program costs, incentive compensation, litigation charges, including the loss contingency related to the previously disclosed accounting review and investigation, which totals $13.6 million, and other expenses, partially offset by a $39 million decrease due to labor related matters and other expenses. The above changes are primarily related to the U.S. RAC and International RAC segments, and our corporate operations. Excluding the $10 million fx impact, SG&A for International RAC increase d $6 million .

Vehicle interest expense, net increase d $94 million , or 39% , in the nine months of 2018 compared to 2017 primarily due to higher market interest rates, an increase in margins on bank funded facilities, an increase in debt levels due to higher average fleet and an increase in loss on extinguishment of debt.

Non-vehicle interest expense, net decrease d $6 million, or 3%, in the nine months of 2018 compared to 2017 , primarily due to decreased outstanding non-vehicle debt balances during the period and a decrease in loss on extinguishment of debt, partially offset by the impact of higher interest rates largely attributable to a higher LIBOR and the issuance of our Senior Second Priority Secured Notes in June 2017.

We had intangible asset impairments of $86 million related to the Dollar Thrifty tradename in the nine months of 2017 with no comparable charges in the nine months of 2018.

We had other income of $36 million in the nine months of 2018 compared to other expense of $19 million in the nine months of 2017 . Other income in 2018 was primarily comprised of a $21 million pre-tax gain on marketable securities and a $6 million legal settlement received in the second quarter related to an oil spill in the Gulf of Mexico in 2010, which relate to our corporate operations and U.S. RAC segment, respectively. Other expense in 2017 was primarily comprised of a $30 million impairment of an equity method investment which was partially offset by a pre-tax gain resulting from a return of capital from an equity method investment, and a pre-tax gain on the sale of our Brazil Operations.

The effective tax rate in the nine months of 2018 was 8% compared to 27% in the nine months of 2017 . We recorded a tax benefit of $10 million in the nine months of 2018 compared to $107 million in the nine months of 2017 . The effective income tax rate and related tax benefit were lower primarily due to the reduced corporate tax rate as a result of the TCJA, reduced corporate losses, and the composition of earnings by jurisdictions, partially offset by a net provisional amount of $15 million for the one-time transition tax liability related to TCJA. The provisional amount for the one-time transition tax related to TCJA may change in the fourth quarter of 2018 once we finalize our calculation.

Adjusted Pre-tax Income was $49 million in the nine months of 2018 compared to Adjusted Pre-tax Loss of $103 million in the nine months of 2017 . See footnote (a) in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" for a summary and description of reconciling adjustments on a consolidated basis.

CONSOLIDATED RESULTS OF OPERATIONS - HERTZ GLOBAL

The above discussion for Hertz also applies to Hertz Global.

Hertz Global had $2 million and $5 million of interest expense, net for the third quarter and nine months of 2018 , respectively, and $1 million and $4 million of interest expense, net for the third quarter and nine months of 2017,

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

respectively, that was incremental to the amounts shown for Hertz. This amount represents interest associated with amounts outstanding under a master loan agreement between the companies. Hertz includes this amount as interest income in its statement of operations, but this amount is eliminated in consolidation for purposes of presenting Hertz Global. Hertz had $1 million of income tax provision for the third quarter of 2018 that was incremental to the amounts shown for Hertz Global. Hertz Global had $2 million of income tax benefit for the nine months of 2018 and $1 million of income tax benefit for the nine months of 2017 that was incremental to the amounts shown for Hertz.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

RESULTS OF OPERATIONS AND SELECTED OPERATING DATA BY SEGMENT

U.S. Rental Car



	Three Months Ended September 30,						Percent Increase/(Decrease)			Nine Months Ended September 30,						Percent Increase/(Decrease)
($ in millions, except as noted)	2018			2017			Percent Increase/(Decrease)			2018			2017			Percent Increase/(Decrease)
Total revenues	$	1,852		$	1,685		10	%		$	4,905		$	4,557		8	%
Direct vehicle and operating expenses	$	1,068		$	970		10			$	3,016		$	2,750		10
Depreciation of revenue earning vehicles and lease charges, net	$	414		$	455		(9	)		$	1,295		$	1,478		(12	)
Selling, general and administrative expenses	$	128		$	94		36			$	345		$	290		19
Income (loss) before income taxes	$	203		$	131		55			$	145		$	(147	)	NM
Adjusted Pre-tax Income (Loss) ^(a)	$	222		$	158		41			$	200		$	5		NM
Transaction Days (in thousands) ^(b)	39,478			36,879			7			112,427			105,424			7
Average Vehicles (in whole units) ^(c)	527,900			495,000			7			509,800			489,300			4
Vehicle Utilization ^(c)	81		%	81		%	30		bps	81		%	79		%	190		bps
Total RPD (in whole dollars) ^(d)	$	46.23		$	45.04		3			$	42.93		$	42.56		1
Total RPU Per Month (in whole dollars) ^(e)	$	1,152		$	1,119		3			$	1,052		$	1,019		3
Net Depreciation Per Unit Per Month (in whole dollars) ^(f)	$	261		$	306		(15	)		$	282		$	336		(16	)
Percentage of program vehicles at period end	12		%	9		%	290		bps	12		%	9		%	290		bps

Footnotes to the table above are shown in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.

NM - Not meaningful

Three Months Ended September 30, 2018 Compared with Three Months Ended September 30, 2017

Total U.S. RAC revenues were $1.9 billion in the third quarter of 2018 , an increase of $167 million , or 10% , from the third quarter of 2017 . Transaction Days increase d 7% , while Total RPD increase d 3% . Increased volume was driven by a 17% increase in our off airport business and a 2% increase in our airport business. Off airport volume increased primarily due to growth in TNC, insurance replacement and retail rentals. Airport volume increased due to growth in corporate contracted rentals. Off airport revenues comprised 31% of total revenues for the segment in the third quarter of 2018 as compared to 28% in the third quarter of 2017 . Total RPD increased due to growth in nearly all customer segments.

Depreciation rates are reviewed on a quarterly basis based on management's routine review of present and estimated future market conditions and their effect on residual values at the time of disposal. Depreciation rates being used to compute the provision for depreciation of revenue earning vehicles are adjusted on certain vehicles in our vehicle rental operations to reflect changes in the estimated residual values to be realized when revenue earning vehicles are sold based on the expected hold period for the vehicles. The change in estimate, based on the review completed for U.S. RAC during the third quarter of 2018 , resulted in a reduction to depreciation expense of $30 million . The third quarter of 2018 rate change reflects favorable acquisition prices and residual values, and opportunistic sales of certain models. The change in estimate, based on the review completed for U.S. RAC during the third quarter of 2017 , resulted in a decrease in depreciation expense of $15 million which reflected the stabilization of residual values and a two month

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

increase in the assumed hold period for model year 2017 vehicles to accommodate increased volume in our off airport rentals.

Depreciation of revenue earning vehicles and lease charges, net for U.S. RAC decrease d by $41 million , or 9% , in the third quarter of 2018 compared to 2017 . The decrease year over year was primarily the result of improved residual values and opportunistic sales of certain models. Net Depreciation Per Unit Per Month decrease d to $261 in the third quarter of 2018 compared to $306 in the third quarter of 2017 .

DOE for U.S. RAC increase d $98 million , or 10% , of which $47 million was driven by higher core rental volume, $17 million was driven by growth in TNC rentals and $12 million was driven by incremental investments in additional personnel related to our transformation initiatives. Also contributing to the increase are the following:


•	Increased transportation expense of $9 million driven by higher rates from third-party transportation providers and additional trucking for pre-owned vehicle purchases.


•	Increased damage expense of $7 million related to weather events.


•	Increased fuel expense of $7 million due to higher market fuel prices compared to 2017.

DOE as a percentage of total revenues for U.S. RAC was 58% for the third quarters of both 2018 and 2017 . SG&A as a percentage of total revenues for U.S. RAC was 7% for the third quarter of 2018 compared to 6% for the third quarter of 2017 , an increase of 130 bps, primarily due to an increase of $24 million in incremental marketing investments.

Income before income taxes for U.S. RAC was $203 million in the third quarter of 2018 compared to $131 million in the third quarter of 2017 . The $72 million year over year favorable variance was primarily due to the impact of increased revenues and decreased depreciation expense on our revenue earning vehicles. The favorable variance was partially offset by the increase in DOE and SG&A and an $18 million increase in vehicle related interest expense due to higher market interest rates, increased margins on bank funded facilities and an increase in debt levels due to higher average fleet.

Adjusted Pre-tax Income for U.S. RAC was $222 million in the third quarter of 2018 compared to $158 million in the third quarter of 2017 . See footnote (a) in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" for a summary and description of reconciling adjustments on a consolidated basis.

Nine Months Ended September 30, 2018 Compared with Nine Months Ended September 30, 2017

Total U.S. RAC revenues were $4.9 billion in the nine months of 2018 , an increase of $348 million , or 8% , from the nine months of 2017 . Transaction Days increase d 7% , while Total RPD increase d 1% . Increased volume was driven by a 15% increase in our off airport business and a 2% increase in our airport business. Off airport volume increased due to growth in TNC and insurance replacement rentals. Airport volume increased due to growth in corporate contracted rentals. Off airport revenues comprised 30% of total revenues for the segment in the nine months of 2018 as compared to 28% in the nine months of 2017 . Total RPD increased primarily due to growth in TNC and retail customer segments.

Depreciation rates are reviewed on a quarterly basis based on management's routine review of present and estimated future market conditions and their effect on residual values at the time of disposal. Depreciation rates being used to compute the provision for depreciation of revenue earning vehicles are adjusted on certain vehicles in our vehicle rental operations to reflect changes in the estimated residual values to be realized when revenue earning vehicles are sold based on the expected hold period for the vehicles. The changes in estimate, based on reviews completed for U.S. RAC during the nine months of 2018 , resulted in a reduction to depreciation expense of $20 million . The nine months of 2018 rate change reflects favorable residual values, particularly on mid and full-size sedans, and opportunistic sales of certain vehicles, partially offset by the impact of unfavorable residual values on regular and large sport utility vehicles. The changes in estimate, based on reviews completed for U.S. RAC during the nine months of 2017 , resulted in additional depreciation expense of $68 million which reflected shortened hold periods on certain non-program vehicles

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

as we rebalanced the fleet, our onboarding of a richer mix of premium model year 2017 vehicles, and declining residual values primarily experienced in the first half of the year.

Depreciation of revenue earning vehicles and lease charges, net for U.S. RAC decrease d by $183 million , or 12% , in the nine months of 2018 compared to 2017 . The decrease year over year was primarily the result of improved residual values and a 14 percentage point increase in dispositions through dealer direct and retail sales channels. Net Depreciation Per Unit Per Month decrease d to $282 in the nine months of 2018 compared to $336 in the nine months of 2017 .

DOE for U.S. RAC increase d $266 million , or 10% , of which $93 million was driven by core rental volume, $56 million was driven by incremental investments in additional personnel related to our transformation initiatives and $46 million was driven by growth in TNC rentals. Also contributing to the increase are the following:


•	Increased transportation expense of $26 million driven by increased usage, higher rates from third-party transportation providers and additional trucking for pre-owned vehicle purchases and fleet optimization.


•	Increased facility expenses of $15 million primarily driven by increased rent and facility services.


•	Increased other vehicle expense of $11 million primarily driven by increased licensing fees in certain states.


•	Increased fuel expense of $10 million due to higher market fuel prices compared to 2017.

DOE as a percentage of total revenues for U.S. RAC was 61% for the nine months of 2018 compared to 60% for the nine months of 2017 , an increase of 110 bps. SG&A as a percentage of total revenues for U.S. RAC was 7% for the nine months of 2018 compared to 6% for the nine months of 2017 , an increase of 70 bps, primarily due to an increase of $48 million in incremental marketing investments.

Income before income taxes for U.S. RAC was $145 million in the nine months of 2018 compared to loss before income taxes of $147 million in the nine months of 2017 . The $292 million year over year improvement was primarily due to the impact of increased revenues, decreased depreciation expense on our revenue earning vehicles and the impairment of the Dollar Thrifty tradename in the second half of 2017. The improvement was partially offset by an increase in DOE and SG&A and an $11 million increase in interest expense, net primarily driven by vehicle related interest expense due to higher market interest rates, an increase in margins on bank funded facilities, and an increase in debt levels due to higher average fleet.

Adjusted Pre-tax Income for U.S. RAC was $200 million in the nine months of 2018 compared to $5 million in the nine months of 2017 . See footnote (a) in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" for a summary and description of reconciling adjustments on a consolidated basis.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

International Rental Car



	Three Months Ended September 30,						Percent Increase/(Decrease)			Nine Months Ended September 30,						Percent Increase/(Decrease)
($ in millions, except as noted)	2018			2017			Percent Increase/(Decrease)			2018			2017			Percent Increase/(Decrease)
Total revenues	$	732		$	728		1	%		$	1,789		$	1,683		6	%
Direct vehicle and operating expenses	$	384		$	372		3			$	1,006		$	962		5
Depreciation of revenue earning vehicles and lease charges, net	$	128		$	126		2			$	342		$	311		10
Selling, general and administrative expenses	$	65		$	63		3			$	186		$	170		9
Income (loss) before income taxes	$	131		$	152		(14	)		$	169		$	189		(11	)
Adjusted Pre-tax Income (loss) ^(a)	$	133		$	147		(10	)		$	201		$	200		1
Transaction Days (in thousands) ^(b)	15,876			15,947			—			39,075			39,366			(1	)
Average Vehicles (in whole units) ^(c)	214,900			212,600			1			183,600			183,100			—
Vehicle Utilization ^(c)	80		%	82		%	(120	)	bps	78		%	79		%	(80	)	bps
Total RPD (in whole dollars) ^(d)	$	47.37		$	46.03		3			$	46.01		$	44.56		3
Total RPU Per Month (in whole dollars) ^(e)	$	1,166		$	1,151		1			$	1,088		$	1,064		2
Net Depreciation Per Unit Per Month (in whole dollars) ^(f)	$	205		$	199		3			$	208		$	197		6
Percentage of program vehicles at period end	45		%	45		%	20		bps	45		%	45		%	20		bps

Footnotes to the table above are shown in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.

Three Months Ended September 30, 2018 Compared with Three Months Ended September 30, 2017

Total revenues for International RAC increase d $4 million , or 1% , in the third quarter of 2018 compared to 2017 . Excluding a $14 million fx impact, revenues increase d $18 million , or 3% , driven by a 3% increase in Total RPD. Excluding the impact of the sale of our Brazil operations in 2017, total revenues for International RAC increased $12 million, or 2%, Total RPD increased 1% due to improved pricing in leisure markets, and transaction days increased 2% due primarily to growth in corporate contracted and van rentals.

Depreciation of revenue earning vehicles and lease charges, net for International RAC increase d $2 million , or 2% , in the third quarter of 2018 compared to 2017 . Excluding a $3 million fx impact, depreciation of revenue earning vehicles and lease charges, net increase d $5 million or 4% primarily due to higher per vehicle depreciation rates which were primarily driven by declining residual values on diesel vehicles in Europe. Net Depreciation Per Unit Per Month for International RAC increase d 3% to $205 from $199 for the third quarter of 2018 versus 2017 .

DOE for International RAC increase d $12 million compared to the prior year. Excluding an $8 million fx impact, DOE increase d $20 million , or 5% compared to the prior year driven by an increase of $9 million in personnel related expenses for the summer peak season and $9 million in other vehicle expenses, including maintenance and damage charges, due to fleet mix.

DOE as a percentage of total revenues for International RAC was 52% for the third quarter of 2018 compared to 51% for the third quarter of 2017 , an increase of 140 bps, and SG&A as a percentage of total revenues for International RAC was 9% for the third quarter of 2018 and 2017 .

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Income before income taxes for International RAC was $131 million in the third quarter of 2018 compared to $152 million in the third quarter of 2017 . The $21 million year over year unfavorable variance was primarily due to the increase in DOE and depreciation expense on our revenue earning vehicles. Additionally, there was a $6 million pre-tax gain recorded on the sale of our Brazil operations in 2017 with no comparable gain in 2018.

Adjusted Pre-tax Income for International RAC was $133 million in the third quarter of 2018 compared to $147 million in the third quarter of 2017 . See footnote (a) in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" for a summary and description of reconciling adjustments on a consolidated basis.

Nine Months Ended September 30, 2018 Compared with Nine Months Ended September 30, 2017

Total revenues for International RAC increase d $106 million , or 6% , in the nine months of 2018 compared to 2017 . Excluding a $66 million fx impact, revenues increase d $40 million , or 2% , driven by an increase in pricing, partially offset by lower volume. Total RPD for International RAC increase d 3% due to improved pricing in our leisure markets and the sale of our lower RPD operations in Brazil in the third quarter of 2017. Transaction days decrease d 1% mostly due to the sale of our Brazil operations. Excluding the impact of the sale of our Brazil operations, total revenues for International RAC increased $139 million, or 8%, Total RPD increased 1%, and transaction days increased 3%.

Depreciation of revenue earning vehicles and lease charges, net for International RAC increase d $31 million , or 10% , in the nine months of 2018 compared to 2017 . Excluding a $16 million fx impact, depreciation of revenue earning vehicles and lease charges, net increase d $15 million or 5% primarily due to higher per vehicle depreciation rates, which was primarily driven by declining residual values on diesel vehicles in Europe. Net Depreciation Per Unit Per Month for International RAC increase d 6% to $208 from $197 for the nine months of 2018 versus 2017 .

DOE for International RAC increase d $44 million in the nine months of 2018 compared to 2017 . Excluding a $43 million fx impact, DOE was flat driven by a $ 19 million decrease in public liability and property damage expense due to favorable case development and fewer large claims, and a charge recorded in 2017 resulting from a terrorist event. The decrease was partially offset by an increase of $ 12 million in field compensation.

DOE as a percentage of total revenues for International RAC was 56% for the nine months of 2018 compared to 57% for the nine months of 2017 , a decrease of 90 bps, and SG&A as a percentage of total revenues for International RAC was 10% for the nine months of both 2018 and 2017 .

Income before income taxes for International RAC was $169 million in the nine months of 2018 compared to $189 million in the nine months of 2017 . The $20 million unfavorable variance year over year was primarily due to an increase in DOE and depreciation expense on our revenue earning vehicles. Additionally, there was an increase of $30 million in interest expense, net primarily due to a $20 million loss on extinguishment of debt associated with the redemption of the 4.375% European Vehicle Senior Notes due January 2019 and higher interest rates on our outstanding debt balances. Also, there was a $16 million increase in SG&A primarily due to the impact of foreign currency exchange rates. The above were partially offset by increased revenues.

Adjusted Pre-tax Income for International RAC was $201 million in the nine months of 2018 compared to $200 million in the nine months of 2017 . See footnote (a) in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" for a summary and description of reconciling adjustments on a consolidated basis.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

All Other Operations

The All Other Operations segment is primarily comprised of our Donlen business, as such, our discussion is limited to Donlen.



	Three Months Ended September 30,				Percent Increase/(Decrease)		Nine Months Ended September 30,				Percent Increase/(Decrease)
($ in millions)	2018		2017		Percent Increase/(Decrease)		2018		2017		Percent Increase/(Decrease)
Total revenues	$	174	$	159	9	%	$	515	$	473	9	%
Direct vehicle and operating expenses	$	8	$	9	(11	)	$	25	$	28	(11	)
Depreciation of revenue earning vehicles and lease charges, net	$	130	$	119	9		$	383	$	355	8
Selling, general and administrative expenses	$	10	$	8	25		$	28	$	25	12
Income (loss) before income taxes	$	19	$	17	12		$	59	$	51	16
Adjusted Pre-tax Income (Loss) ^(a)	$	22	$	20	10		$	68	$	59	15
Average Vehicles (in whole units) - Donlen	185,300		205,600		(10	)	188,200		206,500		(9	)

Footnotes to the table above are shown in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.

Donlen had favorable re sults in the third quarter and nine months of 2018 as compared to the third quarter and nine months of 2017. Donlen units under lease increased 4% in the third quarter of 2018 versus 2017 and increased 3% in the nine months of 2018 versus 2017. Growth in units under lease, as well as a richer mix of vehicles, resulted in increased revenues and depreciation expense. Additionally, there were increased charges related to new leases entered into beginning in 2017 with fewer comparable leases entered into in 2018, resulting in a decrease in DOE. The decrease in overall average vehicles in the third quarter and nine months of 2018 as compared to the third quarter and nine months of 2017 was due to a reduction in non-lease units in our maintenance management programs which drive a lower revenue per unit when compared to lease units under these programs.

Footnotes to the Results of Operations and Selected Operating Data by Segment Tables

(a)

Adjusted Pre-tax Income (Loss) is calculated as income (loss) before income taxes plus non-cash acquisition accounting charges, debt-related charges relating to the amortization and write-off of debt financing costs and debt discounts and premiums, goodwill, intangible and tangible asset impairments and write downs, information technology and finance transformation costs, net income or loss attributable to noncontrolling interests, and certain other miscellaneous or non-recurring items. Adjusted Pre-tax Income (Loss) is important because it allows management to assess operational performance of our business, exclusive of the items mentioned above. It also allows management to assess the performance of the entire business on the same basis as the segment measure of profitability. Management believes that it is important to investors for the same reasons it is important to management and because it allows them to assess our operational performance on the same basis that management uses internally. When evaluating our operating performance, investors should not consider Adjusted Pre-tax Income (Loss) in isolation of, or as a substitute for, measures of our financial performance, such as net income (loss) or income (loss) before income taxes. The contribution of our reportable segments to Adjusted Pre-tax Income (Loss) and reconciliation to the most comparable consolidated U.S. GAAP measure are presented below:

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Hertz



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2018			2017			2018			2017
Adjusted Pre-tax Income (Loss):
U.S. Rental Car	$	222		$	158		$	200		$	5
International Rental Car	133			147			201			200
All Other Operations	22			20			68			59
Total reportable segments	377			325			469			264
Corporate ⁽¹⁾	(135		)	(136		)	(420		)	(367		)
Adjusted Pre-tax Income (Loss)	242			189			49			(103		)
Adjustments:
Acquisition accounting ⁽²⁾	(15		)	(15		)	(46		)	(47		)
Debt-related charges ⁽³⁾	(11		)	(12		)	(36		)	(33		)
Loss on extinguishment of debt ⁽⁴⁾	—			—			(22		)	(8		)
Restructuring and restructuring related charges ⁽⁵⁾	(12		)	(2		)	(26		)	(14		)
Impairment charges and asset write-downs ⁽⁶⁾	—			—			—			(116		)
Information technology and finance transformation costs ⁽⁷⁾	(24		)	(15		)	(75		)	(55		)
Other ⁽⁸⁾	3			(1		)	24			(17		)
Income (loss) before income taxes	$	183		$	144		$	(132	)	$	(393	)

Hertz Global



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2018			2017			2018			2017
Adjusted Pre-tax Income (Loss):
U.S. Rental Car	$	222		$	158		$	200		$	5
International Rental Car	133			147			201			200
All Other Operations	22			20			68			59
Total reportable segments	377			325			469			264
Corporate ⁽¹⁾	(137		)	(137		)	(425		)	(371		)
Adjusted Pre-tax Income (Loss)	240			188			44			(107		)
Adjustments:
Acquisition accounting ⁽²⁾	(15		)	(15		)	(46		)	(47		)
Debt-related charges ⁽³⁾	(11		)	(12		)	(36		)	(33		)
Loss on extinguishment of debt ⁽⁴⁾	—			—			(22		)	(8		)
Restructuring and restructuring related charges ⁽⁵⁾	(12		)	(2		)	(26		)	(14		)
Impairment charges and asset write-downs ⁽⁶⁾	—			—			—			(116		)
Information technology and finance transformation costs ⁽⁷⁾	(24		)	(15		)	(75		)	(55		)
Other ⁽⁸⁾	3			(1		)	24			(17		)
Income (loss) before income taxes	$	181		$	143		$	(137	)	$	(397	)


(1)	Represents general corporate expenses, non-vehicle interest expense, as well as other business activities.


(2)	Represents incremental expense associated with amortization of other intangible assets and depreciation of property and equipment relating to acquisition accounting.


(3)	Primarily represents debt-related charges relating to the amortization of deferred financing costs and debt discounts and premiums.

(4)

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

(5)


(6)	In 2017, represents a second quarter $86 million impairment of the Dollar Thrifty tradename and a first quarter impairment of $30 million related to an equity method investment.


(7)	Represents costs associated with our information technology and finance transformation programs, both of which are multi-year initiatives to upgrade and modernize our systems and processes.

(8)

Represents miscellaneous or non-recurring items. In 2018, includes net loss attributable to noncontrolling interests, a $4 million and $21 million pre-tax gain on marketable securities during the third quarter and nine months, respectively, and a $6 million legal settlement received in the second quarter related to an oil spill in the Gulf of Mexico in 2010. In 2017, includes net expenses of $ 13 million resulting from hurricanes, partially offset by a $ 6 million pre-tax gain on the sale of our Brazil Operations in the third quarter. Also, includes second quarter charges of $ 6 million for labor-related matters and $5 million relating to PLPD as a result of a terrorist event.


(b)	Transaction Days represent the total number of 24-hour periods, with any partial period counted as one Transaction Day, that vehicles were on rent (the period between when a rental contract is opened and closed) in a given period. Thus, it is possible for a vehicle to attain more than one Transaction Day in a 24-hour period.

(c)

Average Vehicles are determined using a simple average of the number of vehicles at the beginning and end of a given period. Among other things, Average Vehicles is used to calculate our Vehicle Utilization which represents the portion of our vehicles that are being utilized to generate revenue. Vehicle Utilization is calculated by dividing total Transaction Days by Available Car Days. The calculation of Vehicle Utilization is shown in the table below.



	U.S. Rental Car				International Rental Car
	Three Months Ended September 30,
	2018		2017		2018		2017
Transaction Days (in thousands)	39,478		36,879		15,876		15,947
Average Vehicles (in whole units)	527,900		495,000		214,900		212,600
Number of days in period	92		92		92		92
Available Car Days (in thousands)	48,567		45,540		19,771		19,559
Vehicle Utilization	81	%	81	%	80	%	82	%



	U.S. Rental Car				International Rental Car
	Nine Months Ended September 30,
	2018		2017		2018		2017
Transaction Days (in thousands)	112,427		105,424		39,075		39,366
Average Vehicles (in whole units)	509,800		489,300		183,600		183,100
Number of days in period	273		273		273		273
Available Car Days (in thousands)	139,175		133,579		50,123		49,986
Vehicle Utilization	81	%	79	%	78	%	79	%

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

(d)

Total RPD is calculated as total revenue less ancillary retail vehicle sales revenue, with all periods adjusted to eliminate the effect of fluctuations in foreign currency exchange rates ("Total Rental Revenue"), divided by the total number of Transaction Days. Our management believes eliminating the effect of fluctuations in foreign currency exchange rates is useful in analyzing underlying trends. The calculation of Total RPD is shown below:



	U.S. Rental Car						International Rental Car
	Three Months Ended September 30,
($ in millions, except as noted)	2018			2017			2018		2017
Revenues	$	1,852		$	1,685		$	732	$	728
Ancillary retail vehicle sales revenue	(27		)	(24		)	—		—
Foreign currency adjustment ⁽¹⁾	—			—			20		6
Total Rental Revenue	$	1,825		$	1,661		$	752	$	734
Transaction Days (in thousands)	39,478			36,879			15,876		15,947
Total RPD (in whole dollars)	$	46.23		$	45.04		$	47.37	$	46.03



	U.S. Rental Car						International Rental Car
	Nine Months Ended September 30,
($ in millions, except as noted)	2018			2017			2018		2017
Revenues	$	4,905		$	4,557		$	1,789	$	1,683
Ancillary retail vehicle sales revenue	(78		)	(70		)	—		—
Foreign currency adjustment ⁽¹⁾	—			—			9		71
Total Rental Revenue	$	4,827		$	4,487		$	1,798	$	1,754
Transaction Days (in thousands)	112,427			105,424			39,075		39,366
Total RPD (in whole dollars)	$	42.93		$	42.56		$	46.01	$	44.56


(1)	Based on December 31, 2017 foreign currency exchange rates for the periods presented.


(e)	Total RPU is calculated as Total Rental Revenue divided by the Average Vehicles in each period and then divided by the number of months in the period reported. The calculation of Total RPU is shown below:



	U.S. Rental Car				International Rental Car
	Three Months Ended September 30,
($ in millions, except as noted)	2018		2017		2018		2017
Total Rental Revenue	$	1,825	$	1,661	$	752	$	734
Average Vehicles (in whole units)	527,900		495,000		214,900		212,600
Total revenue per unit (in whole dollars)	$	3,457	$	3,356	$	3,499	$	3,452
Number of months in period	3		3		3		3
Total RPU Per Month (in whole dollars)	$	1,152	$	1,119	$	1,166	$	1,151



	U.S. Rental Car				International Rental Car
	Nine Months Ended September 30,
($ in millions, except as noted)	2018		2017		2018		2017
Total Rental Revenue	$	4,827	$	4,487	$	1,798	$	1,754
Average Vehicles (in whole units)	509,800		489,300		183,600		183,100
Total revenue per unit (in whole dollars)	$	9,468	$	9,170	$	9,793	$	9,579
Number of months in period	9		9		9		9
Total RPU Per Month (in whole dollars)	$	1,052	$	1,019	$	1,088	$	1,064

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

(f)

Net Depreciation Per Unit Per Month represents the amount of average depreciation expense and lease charges, net per vehicle per month and is calculated as depreciation of revenue earning vehicles and lease charges, net, with all periods adjusted to eliminate the effect of fluctuations in foreign currency exchange rates, divided by the Average Vehicles in each period and then dividing by the number of months in the period reported. Our management believes eliminating the effect of fluctuations in foreign currency exchange rates is useful in analyzing underlying trends. The calculation of Net Depreciation Per Unit Per Month is shown below:



	U.S. Rental Car				International Rental Car
	Three Months Ended September 30,
($ in millions, except as noted)	2018		2017		2018		2017
Depreciation of revenue earning vehicles and lease charges, net	$	414	$	455	$	128	$	126
Foreign currency adjustment ⁽¹⁾	—		—		4		1
Adjusted depreciation of revenue earning vehicles and lease charges, net	$	414	$	455	$	132	$	127
Average Vehicles (in whole units)	527,900		495,000		214,900		212,600
Adjusted depreciation of revenue earning vehicles and lease charges, net divided by Average Vehicles (in whole dollars)	$	784	$	919	$	614	$	597
Number of months in period	3		3		3		3
Net Depreciation Per Unit Per Month (in whole dollars)	$	261	$	306	$	205	$	199



	U.S. Rental Car				International Rental Car
	Nine Months Ended September 30,
($ in millions, except as noted)	2018		2017		2018		2017
Depreciation of revenue earning vehicles and lease charges, net	$	1,295	$	1,478	$	342	$	311
Foreign currency adjustment ⁽¹⁾	—		—		1		14
Adjusted depreciation of revenue earning vehicles and lease charges, net	$	1,295	$	1,478	$	343	$	325
Average Vehicles (in whole units)	509,800		489,300		183,600		183,100
Adjusted depreciation of revenue earning vehicles and lease charges, net divided by Average Vehicles (in whole dollars)	$	2,540	$	3,021	$	1,868	$	1,775
Number of months in period	9		9		9		9
Net Depreciation Per Unit Per Month (in whole dollars)	$	282	$	336	$	208	$	197


(1)	Based on December 31, 2017 foreign currency exchange rates for the periods presented.

LIQUIDITY AND CAPITAL RESOURCES

Our U.S. and international operations are funded by cash provided by operating activities and by extensive financing arrangements maintained by us in the U.S. and internationally.

As of September 30, 2018 , we had $761 million of cash and cash equivalents and $265 million of restricted cash. Of these amounts, $372 million of cash and cash equivalents and $47 million of restricted cash was held by our subsidiaries outside of the U.S. If not in the form of loan repayments, repatriation of some of these funds under current regulatory and tax law for use in domestic operations would expose us to additional taxes.

We believe that cash and cash equivalents generated by our operations and cash received on the disposal of vehicles, together with amounts available under various liquidity facilities and refinancing options available to us in the capital markets, will be sufficient to fund operating requirements for the next twelve months.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Cash Flows - Hertz

As of September 30, 2018 , Hertz had cash, cash equivalents, restricted cash and restricted cash equivalents of $1.0 billion as compared to $1.5 billion as of December 31, 2017 . The following table summarizes the net change in cash, cash equivalents and restricted cash for the periods shown:



	Nine Months Ended September 30,
(In millions)	2018			2017			$ Change
Cash provided by (used in):
Operating activities	$	2,021		$	1,981		$	40
Investing activities	(4,799		)	(3,405		)	(1,394		)
Financing activities	2,304			2,081			223
Effect of exchange rate changes	(4		)	26			(30		)
Net change in cash, cash equivalents, restricted cash and restricted cash equivalents	$	(478	)	$	683		$	(1,161	)

During the nine months of 2018 , there was a $33 million decrease in cash outflows from working capital accounts period over period and an increase of cash inflows of $7 million from net income (loss), excluding non-cash and non-operating items. The change from working capital accounts was due to a $123 million increase in cash primarily driven by additional accruals for operational expenses, partially offset by a $90 million decrease in cash primarily from additional customer receivables and prepaid expense items, all of which were the result of increased rental volume during the period.

Our primary investing activities relate to the acquisition and disposal of revenue earning vehicles. We expended an additional $1.4 billion on revenue earning vehicles in 2018, primarily in the U.S. RAC operations, to increase the average fleet size and enrich the fleet mix.

Net financing cash inflows were $2.3 billion for the nine months of 2018 compared to $2.1 billion for the nine months of 2017 . The variance was primarily driven by an increase of $1.3 billion in net cash inflows in 2018 for vehicle debt related to our richer fleet mix and larger fleet size. Comparatively, in June 2017, we issued non-vehicle debt of $1.25 billion and repaid $250 million of 4.25% Senior Notes, with the remaining proceeds being included in restricted cash. Additionally, we had $120 million outstanding on the Senior RCF at September 30, 2017.

Cash Flows - Hertz Global

As of September 30, 2018 , Hertz Global had cash, cash equivalents, restricted cash and restricted cash equivalents of $1.0 billion as compared to $1.5 billion as of December 31, 2017 . The following table summarizes the net change in cash, cash equivalents and restricted cash for the periods shown:



	Nine Months Ended September 30,
(In millions)	2018			2017			$ Change
Cash provided by (used in):
Operating activities	$	2,017		$	1,977		$	40
Investing activities	(4,799		)	(3,405		)	(1,394		)
Financing activities	2,308			2,085			223
Effect of exchange rate changes	(4		)	26			(30		)
Net change in cash, cash equivalents, restricted cash and restricted cash equivalents	$	(478	)	$	683		$	(1,161	)

Fluctuations in operating, investing and financing cash flows from period to period are due to the same factors as those disclosed for Hertz above, with the exception of any cash inflows or outflows related to the master loan agreement

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

between Hertz and Hertz Global and cash outflows by Hertz Global for the purchase of treasury shares. There were no purchases of treasury shares by Hertz Global during the nine months of 2018 or 2017 .

Financing

Our primary liquidity needs include servicing of vehicle and non-vehicle debt, the payment of operating expenses and capital projects and purchases of revenue earning vehicles to be used in our operations. Our primary sources of funding are operating cash flows, cash received on the disposal of revenue earning vehicles, borrowings under our revolving credit facilities and access to the credit markets. Substantially all of our revenue earning vehicles and certain related assets are owned by special purpose entities, or are encumbered in favor of our lenders under our various credit facilities, other secured financings and asset-backed securities programs. None of such assets are available to satisfy the claims of our general creditors.

We are highly leveraged, and a substantial portion of our liquidity needs arise from debt service on our indebtedness and from the funding of our costs of operations and capital expenditures. Our practice is to maintain sufficient total liquidity through cash from operations, credit facilities and other financing arrangements, to mitigate any adverse effect on our operations resulting from adverse financial market conditions.

Refer to Part I, Item 1, Note 6 , " Debt ," to the Notes to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for information on our outstanding debt obligations and our borrowing capacity and availability under our revolving credit facilities as of September 30, 2018 . Cash paid for interest during the nine months of 2018 was $268 million for interest on vehicle debt and $171 million for interest on non-vehicle debt. Cash paid for interest during the nine months of 2017 was $212 million for interest on vehicle debt and $164 million for interest on non-vehicle debt.

Details of our corporate liquidity were as follows:



(In millions)	September 30, 2018		December 31, 2017
Cash and cash equivalents	$	761	$	1,072
Availability under the Senior RCF	505		552
Corporate liquidity	$	1,266	$	1,624

Approximately $1.8 billion of vehicle debt and $16 million of non-vehicle debt will mature during the twelve months following the issuance of this Report (the "next twelve months") and we will need to refinance a portion of the debt. We have reviewed the maturing debt obligations and determined that it is probable that we will be able, and have the intent, to repay or refinance these facilities at such times as we deem appropriate prior to their maturities. We believe that cash generated from operations, cash received on the disposal of vehicles, together with amounts available under various liquidity facilities and refinancing options available to us, will be adequate to permit us to meet our debt maturities over the next twelve months.

Covenants

The indentures for the Senior Notes and the Senior Second Priority Secured Notes contain covenants that, among other things, limit or restrict the ability of the Hertz credit group to incur additional indebtedness, incur guarantee obligations, prepay certain indebtedness, make certain restricted payments (including paying dividends, redeeming stock or making other distributions to parent entities of Hertz and other persons outside of the Hertz credit group), make investments, create liens, transfer or sell assets, merge or consolidate, and enter into certain transactions with Hertz's affiliates that are not members of the Hertz credit group.

Certain of our other debt instruments and credit facilities (including the Senior Facilities and the Letter of Credit Facility) contain a number of covenants that, among other things, limit or restrict the ability of the borrowers and the guarantors to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay certain indebtedness, make certain restricted payments (including paying dividends, share repurchases or making other distributions), create liens,

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

make investments, make acquisitions, engage in mergers, fundamentally change the nature of their business, make capital expenditures, or engage in certain transactions with certain affiliates.

The Senior RCF and the Letter of Credit Facility contain a financial maintenance covenant applicable to such facilities. Such covenant provides that Hertz’s consolidated first lien net leverage ratio, as defined in the credit agreements governing such facilities (together, the "Senior Credit Agreement"), as of the last day of any fiscal quarter (the "Covenant Leverage Ratio"), may not exceed a ratio of 3.00 to 1.00 .

As of September 30, 2018 , Hertz was in compliance with the Covenant Leverage Ratio with a ratio of 1.50 to 1.00, as calculated in accordance with the Senior Credit Agreement. Consolidated EBITDA, as defined in the Senior Credit Agreement, is a component of the calculation of the Covenant Leverage Ratio and is a non-GAAP financial measure that is not a measure of operating results, but instead is a measure used to determine compliance with the Covenant Leverage Ratio under the Senior Credit Agreement. Consolidated EBITDA is generally defined in the Senior Credit Agreement as consolidated net income plus the sum of income taxes, non-vehicle interest expense, non-vehicle depreciation and amortization expense, and non-cash charges or losses, as further adjusted for certain other items permitted in calculating covenant compliance under the Senior RCF and the Letter of Credit Facility, including add-backs for non-recurring, unusual or extraordinary charges, business optimization expenses or other restructuring charges or reserves.

Based on available liquidity from our expected operating results, the Senior RCF and other financing arrangements, Hertz expects to continue to be in compliance with the Covenant Leverage Ratio for at least the next twelve months.

Capital Expenditures

Revenue Earning Vehicles Expenditures

The table below sets forth our revenue earning vehicles expenditures and related disposal proceeds for the periods shown:



Cash inflow (cash outflow)	Revenue Earning Vehicles
(In millions)	Capital Expenditures			Disposal Proceeds		Net Capital Expenditures
2018
First Quarter	$	(3,565	)	$	1,782	$	(1,783	)
Second Quarter	(4,045		)	1,872		(2,173		)
Third Quarter	(2,466		)	1,724		(742		)
Total	$	(10,076	)	$	5,378	$	(4,698	)
2017
First Quarter	$	(2,837	)	$	1,935	$	(902	)
Second Quarter	(3,872		)	1,900		(1,972		)
Third Quarter	(1,974		)	1,450		(524		)
Total	$	(8,683	)	$	5,285	$	(3,398	)

As previously disclosed, we identified a classification error in our first quarter 2017 statement of cash flows that we corrected in the second quarter of 2017 related to our former operations in Brazil. Correction of the error resulted in a $25 million decrease to revenue earning vehicles expenditures and proceeds from disposal of revenue earning vehicles for the first quarter of 2017 and a $25 million increase of revenue earning vehicles expenditures and proceeds from disposal of revenue earning vehicles for the second quarter of 2017 in the table above. These revisions had no impact on the third quarter of 2017. Additionally, there was no impact on 2017 net capital expenditures for revenue earning vehicles and no impact on the 2017 totals.

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ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

The table below sets forth net capital expenditures for revenue earning vehicles by segment for the periods shown:



Cash inflow (cash outflow)	Nine Months Ended September 30,
($ in millions)	2018			2017			$ Change			% Change
U.S. Rental Car	$	(3,076	)	$	(1,748	)	$	(1,328	)	76	%
International Rental Car	(1,201		)	(1,294		)	93			(7	)
All Other Operations	(421		)	(356		)	(65		)	18
Total	$	(4,698	)	$	(3,398	)	$	(1,300	)	38

Capital Assets, Non-Vehicle

The table below sets forth our capital asset expenditures, non-vehicle, and related disposal proceeds from property and other equipment disposed of or to be disposed of for the periods shown:



Cash inflow (cash outflow)	Capital Assets, Non-Vehicle
(In millions)	Capital Expenditures			Disposal Proceeds		Net Capital Expenditures
2018
First Quarter	$	(44	)	$	4	$	(40	)
Second Quarter	(36		)	4		(32		)
Third Quarter	(39		)	39		—
Total	$	(119	)	$	47	$	(72	)
2017
First Quarter	$	(41	)	$	7	$	(34	)
Second Quarter	(43		)	4		(39		)
Third Quarter	(40		)	7		(33		)
Total	$	(124	)	$	18	$	(106	)

The table below sets forth capital asset expenditures, non-vehicle, net of disposal proceeds, by segment for the periods shown:



Cash inflow (cash outflow)	Nine Months Ended September 30,
($ in millions)	2018			2017			$ Change			% Change
U.S. Rental Car	$	(14	)	$	(56	)	$	42		(75	)%
International Rental Car	(11		)	(15		)	4			(27	)
All Other Operations	(3		)	(4		)	1			(25	)
Corporate	(44		)	(31		)	(13		)	42
Total	$	(72	)	$	(106	)	$	34		(32	)

As previously disclosed, we revised our capital asset expenditures, non-vehicle for a correction of error related to intangible software assets for which no payment was made as of June 30, 2017. The correction resulted in a decrease in capital asset expenditures, non-vehicle of $13 million and $6 million for the first and second quarter of 2017, respectively. The cumulative error of $25 million was corrected in the third quarter of 2017. Accordingly, we revised our capital asset expenditures, non-vehicle for the third quarter of 2017 by a decrease of $19 million in the table above. These revisions had no impact on the 2017 totals.

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THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

CONTRACTUAL OBLIGATIONS

As of September 30, 2018 , there have been no material changes outside of the ordinary course of business to our known contractual obligations as set forth in the table included in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our 2017 Form 10‑K. Changes to our aggregate indebtedness, including related interest and terms for new issuances, are described in Part I, Item 1, Note 6 , " Debt ," to the Notes to our unaudited condensed consolidated financial statements included in this Report.

OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS

Indemnification Obligations

There have been no significant changes to our indemnification obligations as compared to those disclosed in Note 16, "Contingencies and Off-Balance Sheet Commitments" of the Notes to our consolidated financial statements included in our 2017 Form 10‑K under the caption Item 8, "Financial Statements and Supplementary Data."

We regularly evaluate the probability of having to incur costs associated with indemnification obligations and will accrue for expected losses when they are probable and estimable.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

For a discussion of recent accounting pronouncements, see Note 2 , " Basis of Presentation and Recently Issued Accounting Pronouncements ," to the Notes to our unaudited condensed consolidated financial statements included in this Report (" Note 2 ").

As disclosed in Note 2 , we adopted Topic 606 in accordance with the effective date on January 1, 2018. The Revenue from Contracts with Customers section of Note 2 includes disclosures regarding our method of adoption and the impact on our financial position, results of operations and cash flows. See Note 7 , " Revenue ," for information regarding our accounting policies for revenue recognition, including the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, as well as other required disclosures under Topic 606.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this Report on Form 10-Q and in reports we subsequently file with the United States Securities and Exchange Commission ("SEC") on Forms 10‑K and 10‑Q and file or furnish on Form 8‑K, and in related comments by our management, include "forward-looking statements." Forward-looking statements include information concerning our liquidity and our possible or assumed future results of operations, including descriptions of our business strategies. These statements often include words such as "believe," "expect," "project," "potential," "anticipate," "intend," "plan," "estimate," "seek," "will," "may," "would," "should," "could," "forecasts" or similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances. We believe these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative, that may be revised or supplemented in subsequent reports on Forms 10‑K, 10‑Q and 8‑K.

Important factors that could affect our actual results and cause them to differ materially from those expressed in forward-looking statements include, among others, those that may be disclosed from time to time in subsequent reports filed with the SEC, those described under "Item 1A—Risk Factors" included in our 2017 Form 10‑K and the following, which were derived in part from the risks set forth in "Item 1A—Risk Factors" of our 2017 Form 10‑K:


•	any claims, investigations or proceedings arising as a result of the restatement in 2015 of our previously issued financial results;


•	our ability to remediate the material weaknesses in our internal controls over financial reporting;

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ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


•	levels of travel demand, particularly with respect to airline passenger traffic in the United States and in global markets;


•	the effect of our separation of our vehicle and equipment rental businesses, any failure by Herc Holdings Inc. to comply with the agreements entered into in connection with the separation and our ability to obtain the expected benefits of the separation;


•	significant changes in the competitive environment and the effect of competition in our markets on rental volume and pricing, including on our pricing policies or use of incentives;


•	occurrences that disrupt rental activity during our peak periods;


•	increased vehicle costs due to declines in the value of our non-program vehicles;


•	our ability to purchase adequate supplies of competitively priced vehicles and risks relating to increases in the cost of the vehicles we purchase;


•	our ability to accurately estimate future levels of rental activity and adjust the number and mix of vehicles used in our rental operations accordingly;


•	our ability to maintain sufficient liquidity and the availability to us of additional or continued sources of financing for our revenue earning vehicles and to refinance our existing indebtedness;


•	our ability to adequately respond to changes in technology and customer demands;


•	our access to third-party distribution channels and related prices, commission structures and transaction volumes;


•	an increase in our vehicle costs or disruption to our rental activity, particularly during our peak periods, due to safety recalls by the manufacturers of our vehicles;


•	a major disruption in our communication or centralized information networks;


•	financial instability of the manufacturers of our vehicles;


•	any impact on us from the actions of our franchisees, dealers and independent contractors;


•	our ability to sustain operations during adverse economic cycles and unfavorable external events (including war, terrorist acts, natural disasters and epidemic disease);


•	shortages of fuel and increases or volatility in fuel costs;


•	our ability to successfully integrate acquisitions and complete dispositions;


•	our ability to maintain favorable brand recognition and a coordinated and comprehensive branding and portfolio strategy;


•	costs and risks associated with litigation and investigations;


•	risks related to our indebtedness, including our substantial amount of debt, our ability to incur substantially more debt, the fact that substantially all of our consolidated assets secure certain of our outstanding indebtedness and increases in interest rates or in our borrowing margins;


•	our ability to meet the financial and other covenants contained in our Senior Facilities and the Letter of Credit Facility, our outstanding unsecured Senior Notes, our outstanding Senior Second Priority Secured Notes and certain asset-backed and asset-based arrangements;


•	changes in accounting principles, or their application or interpretation, and our ability to make accurate estimates and the assumptions underlying the estimates, which could have an effect on operating results;


•	risks associated with operating in many different countries, including the risk of a violation or alleged violation of applicable anticorruption or antibribery laws and our ability to repatriate cash from non-U.S. affiliates without adverse tax consequences;

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THE HERTZ CORPORATION AND SUBSIDIARIES


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


•	our ability to prevent the misuse or theft of information we possess, including as a result of cyber security breaches and other security threats;


•	our ability to successfully implement our information technology and finance transformation programs;


•	changes in the existing, or the adoption of new laws, regulations, policies or other activities of governments, agencies and similar organizations, such as the Tax Cuts and Jobs Act, where such actions may affect our operations, the cost thereof or applicable tax rates;


•	changes to our senior management team and the dependence of our business operations on our senior management team;


•	the effect of tangible and intangible asset impairment charges;


•	our exposure to uninsured claims in excess of historical levels;


•	fluctuations in interest rates and commodity prices;


•	our exposure to fluctuations in foreign currency exchange rates; and


•	other risks and uncertainties described from time to time in periodic and current reports that we file with the SEC.

You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to a variety of market risks, including the effects of changes in interest rates (including credit spreads), foreign currency exchange rates and fluctuations in fuel prices. We manage our exposure to these market risks through our regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. Derivative financial instruments are viewed as risk management tools and have not been used for speculative or trading purposes. In addition, derivative financial instruments are entered into with a diversified group of major financial institutions in order to manage our exposure to counterparty nonperformance on such instruments.

There have been no material changes to the information reported under Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," included in our 2017 Form 10‑K.

ITEM 4. CONTROLS AND PROCEDURES

HERTZ GLOBAL

Evaluation of Disclosure Controls and Procedures

Our senior management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2018, due to the identification of material weaknesses in our internal control over financial reporting, as further described in Item 9A of our 2017 Form 10-K, our disclosure controls and procedures were not effective to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the three months ended September 30, 2018, we have taken, and continue to take, the actions described below to remediate our existing material weaknesses which have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Income Taxes

To address the material weakness associated with controls over the analysis and assessment of income tax effects related to non-recurring transactions, the provision for income taxes and state deferred tax asset valuation allowances, during the three months ended September 30, 2018 management implemented quarterly control activities and enhanced and designed specific year-end control activities to assess the accounting for significant complex transactions and other tax related judgments.

To remediate our existing material weaknesses, we require additional time to complete the implementation of our remediation plans and demonstrate the effectiveness of our remediation efforts. The material weaknesses cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

HERTZ

Our senior management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September30, 2018, due to the identification of material weaknesses in our internal control over financial reporting, as further described in Item 9A of our 2017 Form 10-K, our disclosure controls and procedures were not effective to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act of 1934 is recorded, processed, summarized and reported within the

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ITEM 4. CONTROLS AND PROCEDURES (CONTINUED)

time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Income Taxes

Our remediation efforts were ongoing during the three months ended September 30, 2018. To remediate our existing material weaknesses, we require additional time to complete the implementation of our remediation plans and demonstrate the effectiveness of our remediation efforts. The material weaknesses cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For a description of certain pending legal proceedings see Part I, Item 1, Note 11 , " Contingencies and Off-Balance Sheet Commitments ," to the Notes to our unaudited condensed consolidated financial statements included in this Report.

ITEM 1A. RISK FACTORS

There are no material amendments or additions to the information reported under Part I, Item 1A “Risk Factors” contained in our 2017 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS


(a)	Exhibits:

The attached list of exhibits in the "Exhibit Index" immediately following the signature page to this Report on is filed as part of this Form 10-Q and is incorporated herein by reference in response to this item.

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THE HERTZ CORPORATION AND SUBSIDIARIES

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Date:	November 8, 2018	HERTZ GLOBAL HOLDINGS, INC. THE HERTZ CORPORATION (Registrants)
		By:	/s/ JAMERE JACKSON
			Jamere Jackson Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX



Exhibit Number		Description
4.17.1	Hertz Holdings Hertz	Issuer Facility Agreement, dated September 25, 2018, by and among International Fleet Financing No. 2 B.V., Hertz Europe Limited, Credit Agricole Corporate and Investment Bank, certain committed note purchasers, conduit investors and funding agents named therein, and BNP Paribas Trust Corporation UK Limited.*
4.17.2	Hertz Holdings Hertz	Master Definitions and Constructions Agreement, dated September 25, 2018, by and among International Fleet Financing No. 2 B.V., Hertz Automobielen Nederland B.V., Stuurgroep Fleet (Netherlands) B.V., Hertz France S.A.S., RAC Finance S.A.S., Hertz De Espana SL, Hertz Autovermietung GMBH, Hertz Fleet Limited, Eurotitrisation S.A., BNP Paribas Securities Services, BNP Paribas S.A., Credit Agricole Corporate and Investment Bank, Hertz Europe Limited, BNP Paribas Securities Services, Luxembourg Branch, The Hertz Corporation, TMF SFS Management BV, KPMG LLP, BNP Paribas Trust Corporation UK Limited, BNP Paribas S.A., Dublin Branch, BNP Paribas S.A., Netherlands Branch, Sanne Trustee Services Limited, Hertz Holdings Netherlands B.V., and certain committed note purchasers, conduit investors and funding agents named therein.* #
4.17.3	Hertz Holdings Hertz	THC Guaranty and Indemnity, dated September 25, 2018, by and among The Hertz Corporation, Stuurgroep Fleet (Netherlands) B.V., RAC Finance S.A.S., Hertz Fleet Limited, Stuurgroep Fleet (Netherlands) B.V. Spanish Branch, and BNP Paribas Trust Corporation UK Limited.*
4.17.4	Hertz Holdings Hertz	French Master Lease and Servicing Agreement, dated September 25, 2018, by and among RAC Finance S.A.S., Hertz France S.A.S., those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited.*
4.17.5	Hertz Holdings Hertz	Dutch Master Lease and Servicing Agreement, dated September 25, 2018, by and among Stuurgroep Fleet (Netherlands) B.V., Hertz Automobielen Nederland B.V., those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited.*
4.17.6	Hertz Holdings Hertz	German Master Lease and Servicing Agreement, dated September 25, 2018, by and among Hertz Fleet Limited, Hertz Autovermietung GMBH, those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited.*
4.17.7	Hertz Holdings Hertz	Spanish Master Lease and Agreement, dated September 25, 2018, by and among Stuurgroep Fleet (Netherlands) B.V., Stuurgroep Fleet (Netherlands) B.V., Sucursal en Espana, Hertz de Espana, S.L.U., those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited.*
10.35	Hertz Holdings Hertz	Offer Letter, signed on August 15, 2018 between Jamere Jackson and The Hertz Corporation (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on August 20, 2018.
10.36	Hertz Holdings Hertz	Separation Agreement, dated as of August 29, 2018 by and among Thomas C. Kennedy, Hertz Global Holdings, Inc. and The Hertz Corporation (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on August 31, 2018.
31.1	Hertz Holdings	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).*
31.2	Hertz Holdings	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).*
31.3	Hertz	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).*
31.4	Hertz	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).*
32.1	Hertz Holdings	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.*
32.2	Hertz Holdings	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.*
32.3	Hertz	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.*

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES



Exhibit Number		Description
32.4	Hertz	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.*
101.INS	Hertz Holdings Hertz	XBRL Instance Document*
101.SCH	Hertz Holdings Hertz	XBRL Taxonomy Extension Schema Document*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	Hertz Holdings Hertz	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	Hertz Holdings Hertz	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	Hertz Holdings Hertz	XBRL Taxonomy Extension Presentation Linkbase Document*

_______________________________________________________________________________

*Furnished herewith

# Confidential treatment has been requested for certain portions of this Exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, which portions have been omitted and filed separately with the Securities and Exchange Commission

Note: Certain instruments with respect to various additional obligations, which could be considered as long-term debt, have not been filed as exhibits to this Report because the total amount of securities authorized under any such instrument does not exceed 10% of our total assets on a consolidated basis. We agree to furnish to the SEC upon request a copy of any such instrument defining the rights of the holders of such long-term debt.

Exhibit 4.17.1

EXECUTION VERSION

25 SEPTEMBER 2018

ISSUER FACILITY AGREEMENT

between

INTERNATIONAL FLEET FINANCING NO.2 B.V.
as Issuer

HERTZ EUROPE LIMITED
as Issuer Administrator

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
as Administrative Agent

CERTAIN COMMITTED NOTE PURCHASERS

CERTAIN CONDUIT INVESTORS

CERTAIN FUNDING AGENTS FOR THE INVESTOR GROUPS

and

BNP PARIBAS TRUST CORPORATION UK LIMITED
as Issuer Security Trustee

TABLE OF CONTENTS



		Page No.
1	DEFINITIONS AND CONSTRUCTION	2
2	INITIAL ISSUANCE; INCREASES AND DECREASES OF PRINCIPAL AMOUNT OF ISSUER NOTES	2
3	INTEREST, FEES AND COSTS	27
4	ISSUER ACCOUNTS	33
5	PRIORITY OF PAYMENTS	37
6	REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING CONDITIONS	46
7	AMORTIZATION EVENTS AND REMEDIES	47
8	[RESERVED]	54
9	TRANSFERS, REPLACEMENTS AND ASSIGNMENTS	54
10	THE ADMINISTRATIVE AGENT	66
11	GENERAL	70
SCHEDULE 1 DEFINITIONS LIST		17
SCHEDULE 2 CONDUIT INVESTORS AND COMMITTED NOTE PURCHASERS		18
SCHEDULE 3 INTEREST RATE CAP AMORTIZATION SCHEDULE		21
ANNEX 1 REPRESENTATIONS AND WARRANTIES		22
ANNEX 2 COVENANTS		26
ANNEX 3 CONDITIONS PRECEDENT		35
ANNEX 4 SELLING RESTRICTIONS		39

(i)

THIS AGREEMENT is made on 25 September 2018 between the following parties:


(1)	INTERNATIONAL FLEET FINANCING NO.2 B.V. , a private company with limited liability ( besloten vernootschap met beperkte aansprakelijkheid ) incorporated in The Netherlands and registered with the Dutch Trade Register of the Dutch Chamber of Commerce under number 34394429 and having its registered address at Fourth Floor, 3 George’s IFSC, Dublin 1, Ireland, as Issuer (the “ Issuer ”);


(2)	HERTZ EUROPE LIMITED (in its capacity as Issuer administrator, the “ Issuer Administrator ”);

(3)

The several financial institutions that serve as committed note purchasers set forth on Schedule 2 hereto (each a “ Committed Note Purchaser ”), the several commercial paper conduits listed on Schedule 2 hereto (each a “ Conduit Investor ”), the financial institution set forth opposite the name of each Conduit Investor, or the Committed Note Purchaser with respect to such Investor Group, on Schedule 2 hereto (the “ Funding Agent ” with respect to such Conduit Investor or Committed Note Purchaser);


(4)	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK , in its capacity as administrative agent for the Conduit Investors, the Committed Note Purchasers and the Funding Agents (the “ Administrative Agent ”); and


(5)	BNP PARIBAS TRUST CORPORATION UK LIMITED , as issuer security trustee (together with its successors in trust thereunder, the “ Issuer Security Trustee ”).

WHEREAS


(A)	the Issuer wishes to issue:


(i)	on the Closing Date, the Class A Notes; and

(ii) at any time subsequent to the Closing Date, the Class B Notes,

in each case in favor of the Committed Note Purchasers or, if there is a Conduit Investor with respect to any Committed Note Purchaser’s Investor Group, the Conduit Investor with respect to such Investor Group, as applicable, and obtain the agreement of the Committed Note Purchasers or the Conduit Investors, as applicable, to make Advances from time to time for the purchase of Principal Amounts, all of which Advances will be evidenced by the Issuer Notes purchased in connection therewith and will constitute purchases of Principal Amounts corresponding to the amount of such Advances;


(B)	subject to the terms and conditions of this Agreement, each Conduit Investor may make Advances from time to time and each Committed Note Purchaser is willing to commit to make Advances from time to time, to fund purchases of Principal Amounts in an aggregate outstanding amount up to the Maximum Investor Group Principal Amount for the related Investor Group during the Revolving Period; and


(C)	Hertz Europe Limited, in its capacity as Issuer Administrator, has joined in this Agreement to confirm certain representations, warranties and covenants made by it in such capacity for the benefit of each Conduit Investor and each Committed Note Purchaser.

IT IS AGREED by the parties hereto, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows:


1	DEFINITIONS AND CONSTRUCTION


1.1	Defined Terms and References

Capitalized terms used herein shall have the meanings assigned to such terms in the master definitions and constructions agreement signed by, amongst others, the parties hereto dated on the Signing Date as amended, modified or supplemented from time to time (the “ Master Definitions and Constructions Agreement ”). All Clause, Sub-Clause or paragraph references herein shall refer to clauses, sub-clauses or paragraphs of this Agreement, except as otherwise provided herein.


1.2	Rules of Construction

In this Agreement, including the preamble, recitals, attachments, schedules, annexes, exhibits and joinders hereto unless the context otherwise requires, words and expressions used in this Agreement have the constructions ascribed to them in Clause 2 ( Principles of Interpretation and Construction ) of the Master Definitions and Constructions Agreement.


1.3	Effectiveness

The parties hereto acknowledge and agree that the rights and obligations under this Agreement shall become effective at the Effective Time.


2	INITIAL ISSUANCE; INCREASES AND DECREASES OF PRINCIPAL AMOUNT OF ISSUER NOTES


2.1	Initial Purchase; Additional Issuer Notes


(a)	Initial Purchase .


(i)	Class A Notes . On the terms set forth in this Agreement, the Issuer shall issue the initial Class A Notes on the Closing Date. Such Class A Notes for each Class A Investor Group shall:


(A)	bear a face amount as of the Closing Date of up to the Class A Maximum Investor Group Principal Amount with respect to such Class A Investor Group;


(B)	have an initial principal amount equal to the Class A Initial Investor Group Principal Amount with respect to such Class A Investor Group;


(C)	be equal to or greater than EUR 5,000,000 and integral multiples of EUR 100,000 in excess thereof;


(D)	be dated the Closing Date; and


(E)	be registered in the name of the related Class A Funding Agent or its nominee, as agent for the related Class A Conduit Investor, if any, and the related Class A Committed Note Purchaser, or in the name of the Class A Conduit Investor, the Class A Committed Note Purchaser or in such other name as the related Class A Funding Agent may request.


(ii)	Class B Notes . On the terms set forth in this Agreement, the Issuer shall have the right to issue the initial Class B Notes at any time subsequent to the Closing Date, provided that the Class A Noteholders holding 100% of the Class A Principal Amount have given their prior written consent to such issuance. Such Class B Notes for each Class B Investor Group shall:


(A)	bear a face amount as of the issuance date of up to the Class B Maximum Investor Group Principal Amount with respect to such Class B Investor Group;


(B)	have an initial principal amount equal to the Class B Initial Investor Group Principal Amount with respect to such Class B Investor Group;


(C)	be equal to or greater than EUR 5,000,000 and integral multiples of EUR 100,000 in excess thereof;


(D)	be dated the applicable issuance date; and


(E)	be registered in the name of the related Class B Funding Agent or its nominee, as agent for the related Class B Conduit Investor, if any, and the related Class B Committed Note Purchaser, or in the name of the Class B Conduit Investor, the Class B Committed Note Purchaser or in such other name as the related Class B Funding Agent may request.


(b)	[ RESERVED ]


(c)	Additional Investor Groups

(i)

Class A Notes . Subject only to compliance with this Sub-Clause 2.1(c)(i) ( Class A Notes ), Sub-Clause 2.1(e) ( Conditions to Issuance of Additional Issuer Notes ) and Sub-Clause 2.1(f) ( Additional Issuer Notes Face and Principal Amount ), on any Business Day during the Revolving Period, the Issuer from time to time, upon one (1) month’s prior written notice to the Class A Funding Agents (or such shorter period as may be agreed between the Issuer and the Class A Funding Agents), may increase the Class A Maximum Principal Amount by entering into a Class A Addendum with each member of a Class A Additional Investor Group and its related Class A Funding Agent, and upon execution of any such Class A Addendum, such related Class A Funding Agent, the Class A Conduit Investors, if any, and the Class A Committed Note Purchasers in such Class A Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three (3) Business Day’s prior written notice to each Class A Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (i) the names of the Class A Conduit Investors, if any, and the Class A Committed Note Purchasers that are members of such Class A Additional Investor Group and their related Class A Funding Agent, (ii) the Class A Maximum Investor Group Principal Amount and the Class A Additional Investor Group Initial Principal Amount, in each case with respect to such Class A Additional Investor Group, (iii) the Class A Maximum Principal Amount and each Class A Committed Note Purchaser’s Class A Committed Note Purchaser Percentage in each case after giving effect to such addition and (iv) the desired effective date of such addition. On the effective date of each such addition, the Administrative Agent shall revise Schedule 2 ( Conduit Investors and Committed Note Purchasers ) hereto in accordance with the information provided in the notice described above relating to such addition, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any Noteholder.

(ii)

Class B Notes . Subject only to compliance with this Sub-Clause 2.1(c)(ii) ( Class B Notes ), Sub-Clause 2.1(e) ( Conditions to Issuance of Additional Issuer Notes ) and Sub-Clause 2.1(f) ( Additional Issuer Notes Face and Principal Amount ), on any Business Day during the Revolving Period, the Issuer from time to time, upon one (1) month’s prior written notice to the Class B Funding Agents (or such shorter

period as may be agreed between the Issuer and the Class B Funding Agents), may increase the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution of any such Class B Addendum, such related Class B Funding Agent, the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three (3) Business Days prior written notice to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (i) the names of the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers that are members of such Class B Additional Investor Group and their related Class B Funding Agent, (ii) the Class B Maximum Investor Group Principal Amount and the Class B Additional Investor Group Initial Principal Amount, in each case with respect to such Class B Additional Investor Group, (iii) the Class B Maximum Principal Amount and each Class B Committed Note Purchaser’s Class B Committed Note Purchaser Percentage in each case after giving effect to such addition and (iv) the desired effective date of such addition. On the effective date of each such addition, the Administrative Agent shall revise Schedule 2 ( Conduit Investors and Committed Note Purchasers ) hereto in accordance with the information provided in the notice described above relating to such addition, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any Noteholder.


(d)	Investor Group Maximum Principal Increase

(i)

Class A Investor Group Maximum Principal Increase . Subject only to compliance with this Sub-Clause 2.1(d)(i) ( Class A Investor Group Maximum Principal Increase ), Sub-Clause 2.1(e) ( Conditions to Issuance of Additional Issuer Notes ) and Sub-Clause 2.1(f) ( Additional Issuer Notes Face and Principal Amount ) on any Business Day during the Revolving Period, the Issuer and any Class A Investor Group and its related Class A Funding Agent, Class A Conduit Investors, if any, and Class A Committed Note Purchasers may increase such Class A Investor Group’s Class A Maximum Investor Group Principal Amount and effect a corresponding increase to the Class A Maximum Principal Amount (any such increase, a “ Class A Investor Group Maximum Principal Increase ”) by entering into a Class A Investor Group Maximum Principal Increase Addendum. The Issuer shall provide at least one (1) month’s prior written notice (or such shorter period as may be agreed between the Issuer and the Class A Funding Agents) to each Class A Funding Agent party hereto as of the date of such notice and the Administrative Agent of any such increase, setting forth (i) the names of the Class A Funding Agent, the Class A Conduit Investors, if any, and the Class A Committed Note Purchasers that are members of such Class A Investor Group, (ii) the Class A Maximum Investor Group Principal Amount with respect to such Class A Investor Group, the Class A Maximum Principal Amount, and each Class A Committed Note Purchaser’s Class A Committed Note Purchaser Percentage, in each case after giving effect to such Class A Investor Group Maximum Principal Increase, (iii) the Class A Investor Group Maximum Principal Increase Amount in connection with such Class A Investor Group Maximum Principal Increase, if any, and (iv) the desired effective date of such Class A Investor Group Maximum Principal Increase. On the effective date of each Class A Investor Group Maximum Principal Increase, the Administrative Agent shall revise Schedule 2 ( Conduit Investors and Committed Note Purchasers ) hereto in accordance with the information provided in the notice described above relating to such Class A Investor Group Maximum Principal Increase, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any Noteholder.

(ii)

Class B Investor Group Maximum Principal Increase . Subject only to compliance with this Sub-Clause 2.1(d)(ii) ( Class B Investor Group Maximum Principal Increase ), Sub-Clause 2.1(e) ( Conditions to Issuance of Additional Issuer Notes ) and Sub-Clause 2.1(f) ( Additional Issuer Notes Face and Principal Amount ) on any Business Day during the Revolving Period, the Issuer and any Class B Investor Group and its related Class B Funding Agent, Class B Conduit Investors, if any, and Class B Committed Note Purchasers may increase such Class B Investor Group’s Class B Maximum Investor Group Principal Amount and effect a corresponding increase to the Class B Maximum Principal Amount (any such increase, a “ Class B Investor Group Maximum Principal Increase ”) by entering into a Class B Investor Group Maximum Principal Increase Addendum. The Issuer shall provide at least one (1) month’s prior written notice (or such shorter period as may be agreed between the Issuer and the Class B Funding Agents) to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent of any such increase, setting forth (i) the names of the Class B Funding Agent, the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers that are members of such Class B Investor Group, (ii) the Class B Maximum Investor Group Principal Amount with respect to such Class B Investor Group, the Class B Maximum Principal Amount, and each Class B Committed Note Purchaser’s Class B Committed Note Purchaser Percentage, in each case after giving effect to such Class B Investor Group Maximum Principal Increase, (iii) the Class B Investor Group Maximum Principal Increase Amount in connection with such Class B Investor Group Maximum Principal Increase, if any, and (iv) the desired effective date of such Class B Investor Group Maximum Principal Increase. On the effective date of each Class B Investor Group Maximum Principal Increase, the Administrative Agent shall revise Schedule 2 ( Conduit Investors and Committed Note Purchasers ) hereto in accordance with the information provided in the notice described above relating to such Class B Investor Group Maximum Principal Increase, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any Noteholder.


(e)	Conditions to Issuance of Additional Issuer Notes

(i)

In connection with the addition of a Class A Additional Investor Group or a Class A Investor Group Maximum Principal Increase, additional Class A Notes (“ Additional Class A Notes ”) may be issued (and in the case of a Class A Investor Group Maximum Principal Increase the relevant Class A Investor Group shall surrender to the Registrar for cancellation any Class A Note certificates previously issued to the relevant Class A Investor Group and such certificates shall be replaced with new Class A Note certificates) subsequent to the Closing Date subject to the satisfaction of each of the following conditions:


(A)	the amount of such issuance of Additional Class A Notes, if applicable, shall be equal to or greater than EUR 5,000,000, and in integral multiples of EUR 100,000 per Class A Investor Group in excess thereof;

(B)

other than where Additional Class A Notes are to be issued to fund the Issuer Reserve Account, no Amortization Event or Potential Amortization Event, in each case with respect to the Issuer Notes has occurred and is continuing and such issuance and the application of any proceeds thereof, will not cause an Amortization Event or Potential Amortization Event, in each case with respect to the Issuer Notes;


(C)	all representations and warranties of the Issuer set forth in Clause 5 ( Representations and Warranties ) of the Issuer Note Framework Agreement

and Clause 6 ( Representations and Warranties; Covenants; Closing Conditions ) of this Agreement shall be true and correct with the same effect as if made on and as of such date (except to the extent such representations expressly relate to an earlier date);


(D)	[Reserved]; and


(E)	[Reserved].

(ii)

In connection with the addition of a Class B Additional Investor Group or a Class B Investor Group Maximum Principal Increase, additional Class B Notes (“ Additional Class B Notes ”) may be issued (and in the case of a Class B Investor Group Maximum Principal Increase the relevant Class B Investor Group shall surrender to the Registrar for cancellation any Class B Note certificates previously issued to the relevant Class B Investor Group and such certificates shall be replaced with new Class B Note certificates) subsequent to the Closing Date subject to the satisfaction of each of the following conditions:


(A)	the amount of such issuance of Additional Class B Notes, if applicable, shall be equal to or greater than EUR 5,000,000 and in integral multiples of EUR 100,000 per Class B Investor Group in excess thereof;

(B)

other than where Additional Class B Notes are to be issued to fund the Issuer Reserve Account, no Amortization Event or Potential Amortization Event, in each case with respect to the Issuer Notes has occurred and is continuing and such issuance and the application of any proceeds thereof, will not cause an Amortization Event or Potential Amortization Event, in each case with respect to the Issuer Notes;

(C)

all representations and warranties of the Issuer set forth in Clause 5 ( Representations and Warranties ) of the Issuer Note Framework Agreement and Clause 6 ( Representations and Warranties; Covenants; Closing Conditions ) of this Agreement shall be true and correct with the same effect as if made on and as of such date (except to the extent such representations expressly relate to an earlier date);


(D)	[Reserved];


(E)	[Reserved]; and


(F)	Class A Noteholders holding 100% of the Class A Principal Amount have given their prior written consent to such issuance.


(f)	Additional Issuer Notes Face and Principal Amount

(i)

Additional Class A Notes Face and Principal Amount . Additional Class A Notes shall bear a face amount equal to up to the Class A Maximum Investor Group Principal Amount with respect to the Class A Additional Investor Group or, in the case of a Class A Investor Group Maximum Principal Increase, the Class A Maximum Investor Group Principal Amount with respect to the related Class A Investor Group (after giving effect to such Class A Investor Group Maximum Principal Increase with respect to such Class A Investor Group), and initially shall be issued in a principal amount equal to the Class A Additional Investor Group Initial Principal Amount, if any, with respect to such Class A Additional Investor Group and, in the case of a Class A Investor Group Maximum Principal Increase, the sum of the amount of the related Class A Investor Group Maximum Principal Increase and the Class A

Investor Group Principal Amount of such Class A Investor Group’s Class A Notes surrendered for cancellation in connection with such Class A Investor Group Maximum Principal Increase. Upon the issuance of any such Additional Class A Notes, the Class A Maximum Principal Amount shall be increased by the Class A Maximum Investor Group Principal Amount for any such Class A Investor Group or the amount of any such Class A Investor Group Maximum Principal Increase, as applicable. No later than one Business Day following any such Class A Investor Group Maximum Principal Increase, the Administrative Agent shall revise Schedule 2 ( Conduit Investors and Committed Note Purchasers ) to reflect such Class A Investor Group Maximum Principal Increase, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any Noteholder.

(ii)

Additional Class B Notes Face and Principal Amount . Additional Class B Notes shall bear a face amount equal to up to the Class B Maximum Investor Group Principal Amount with respect to the Class B Additional Investor Group or, in the case of a Class B Investor Group Maximum Principal Increase, the Class B Maximum Investor Group Principal Amount with respect to the related Class B Investor Group (after giving effect to such Class B Investor Group Maximum Principal Increase with respect to such Class B Investor Group), and initially shall be issued in a principal amount equal to the Class B Additional Investor Group Initial Principal Amount, if any, with respect to such Class B Additional Investor Group and, in the case of a Class B Investor Group Maximum Principal Increase, the sum of the amount of the related Class B Investor Group Maximum Principal Increase and the Class B Investor Group Principal Amount of such Class B Investor Group’s Class B Notes surrendered for cancellation in connection with such Class B Investor Group Maximum Principal Increase. Upon the issuance of any such Additional Class B Notes, the Class B Maximum Principal Amount shall be increased by the Class B Maximum Investor Group Principal Amount for any such Class B Investor Group or the amount of any such Class B Investor Group Maximum Principal Increase, as applicable. No later than one Business Day following any such Class B Investor Group Maximum Principal Increase, the Administrative Agent shall revise Schedule 2 ( Conduit Investors and Committed Note Purchasers ) to reflect such Class B Investor Group Maximum Principal Increase, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any Noteholder.

(g)

No Consents Required . Notwithstanding anything herein or in any other Issuer Related Document to the contrary, no consent of any existing Class A Investor Group or its related Class A Funding Agent, Class A Conduit Investors, if any, Class A Committed Note Purchasers, any existing Class B Investor Group or its related Class B Funding Agent, Class B Conduit Investors, if any, Class B Committed Note Purchasers or the Administrative Agent is required for the Issuer to (i) increase the Class A Maximum Investor Group Principal Amount with respect to any Class A Investor Group or increase the Class B Maximum Investor Group Principal Amount with respect to any Class B Investor Group, (ii) increase the Issuer Maximum Principal Amount or (iii) modify Schedule 2 ( Conduit Investors and Committed Note Purchasers ).


(h)	Proceeds . Proceeds from the initial issuance of the Class A Notes, Class B Notes and from any Additional Issuer Notes shall be deposited into the Issuer Principal Collection Account and allocated in accordance with Clause 5 ( Priority of Payments ) hereof.


2.2	Advances


(a)	Class A Advances

(i)

Class A Advance Requests . Subject to the terms of this Agreement, including, with respect to any Class A Advance, satisfaction of the Class A Funding Conditions, the aggregate principal amount of the Class A Notes may be increased from time to time. On any Business Day (provided, with respect to any Class A Ordinary Advance only, such Business Day is during the Revolving Period), the Issuer, subject to this Sub-Clause 2.2 ( Advances ), may increase the Class A Principal Amount (such increase, including any increase resulting from a Class A Investor Group Maximum Principal Increase Amount, is referred to as a “ Class A Advance ”), by increasing the principal amounts of the Class A Notes allocated ratably by their respective Class A Commitment Percentages in accordance with Sub-Clause 2.2(a)(iv) ( Class A Advance Allocations ); provided that the aggregate amount of all outstanding Class A Reserve Advances and Class A Ordinary Advances may not exceed the aggregate Class A Commitment of each Class A Investor Group; and further provided that such Class A Advance shall not cause the total amount of Class A Advances in any calendar month to exceed five (5).

(A)

Whenever the Issuer wishes a Class A Conduit Investor, or if there is no Class A Conduit Investor with respect to any Class A Investor Group, the Class A Committed Note Purchaser with respect to such Class A Investor Group, to make a Class A Advance, the Issuer shall notify the Administrative Agent, the related Class A Funding Agent and the Issuer Security Trustee by providing written notice substantially in the form of Exhibit J-1 ( Class A Form of Advance Notice ) hereto delivered to the Administrative Agent, the Issuer Security Trustee and such Class A Funding Agent (with a copy of such notice delivered to the Class A Committed Note Purchasers) no later than 11:30 a.m. (London time) on the third Business Day prior to the proposed Class A Advance (which notice may be combined with the notice delivered pursuant to Sub-Clause 2.1(c) ( Additional Investor Groups ) in the case of a Class A Ordinary Advance in connection with a Class A Additional Investor Group Initial Principal Amount, or pursuant to Sub-Clause 2.1(d) ( Investor Group Maximum Principal Increase ), in the case of a Class A Ordinary Advance in connection with a Class A Investor Group Maximum Principal Increase Amount). Each such notice shall be irrevocable and shall in each case refer to this Agreement and specify (i) whether such Class A Advance is a Class A Ordinary Advance or a Class A Reserve Advance, (ii) the expected repayment date of such Class A Advance and (iii) the aggregate amount of the requested Class A Advance to be made on such date; provided , however , if, with respect to any Class A Ordinary Advance, the Issuer receives a Class A Delayed Funding Notice in accordance with Sub-Clause 2.2(a)(v) ( Delayed Funding Procedures ) by 6:00 p.m. (London time) on the third Business Day prior to the date of any proposed Class A Ordinary Advance, the Issuer shall have the right to revoke the Class A Advance Request for such Class A Ordinary Advance by providing the Administrative Agent and each Class A Funding Agent (with a copy to the Issuer Security Trustee and each Class A Committed Note Purchaser) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. (London time) on the second Business Day prior to the proposed date of such Class A Ordinary Advance.

(B)

Each Class A Funding Agent shall promptly advise its related Class A Conduit Investor, or if there is no Class A Conduit Investor with respect to any Class A Investor Group, its related Class A Committed Note Purchaser, of any notice given pursuant to Sub-Clause 2.2(a)(i) ( Class A Advance Requests ) and, with respect to any Class A Ordinary Advance, if there is a Class A Conduit Investor with respect to any Class A Investor Group, shall

promptly thereafter (but in no event later than 11:00 a.m. (London time) on the second Business Day preceding the date of such proposed Class A Advance), notify the Issuer and the related Class A Committed Note Purchaser(s), whether such Class A Conduit Investor has determined to make such Class A Advance.


(ii)	Party Obligated to Fund Class A Advances . Upon the Issuer’s request in accordance with Sub-Clause 2.2(a)(i) ( Class A Advances ):


(A)	each Class A Conduit Investor, if any, may fund Class A Ordinary Advances (whether as a Class A Non-Delayed Amount or a Class A Delayed Amount) from time to time during the Revolving Period;

(B)

if any Class A Conduit Investor determines that it will not make a Class A Ordinary Advance (whether as a Class A Non-Delayed Amount or a Class A Delayed Amount) or any portion of a Class A Advance (whether as a Class A Non-Delayed Amount or a Class A Delayed Amount), then such Class A Conduit Investor shall notify the Administrative Agent and the Class A Funding Agent with respect to such Class A Conduit Investor, and each Class A Committed Note Purchaser with respect to such Class A Conduit Investor, subject to Sub-Clause 2.2(a)(v) ( Class A Delayed Funding Procedures ) shall fund its pro rata portion (by Class A Committed Note Purchaser Percentage) of the Class A Commitment Percentage with respect to such Class A Investor Group of such Class A Ordinary Advance (whether as a Class A Non-Delayed Amount or a Class A Delayed Amount) not funded by such Class A Conduit Investor;


(C)	if there is no Class A Conduit Investor with respect any Class A Investor Group, then the Class A Committed Note Purchaser(s) with respect to such Class A Investor Group, subject to Sub-Clause 2.2(a)(v) ( Class A Delayed Funding Procedures ), shall fund Class A Ordinary Advances (whether as a Class A Non-Delayed Amount or a Class A Delayed Amount) from time to time; and


(D)	each Class A Conduit Investor, or each Class A Committed Note Purchaser if there is no Class A Conduit Investor with respect to any Class A Investor Group, shall fund any Class A Reserve Advance.

(iii)

Class A Conduit Investor Funding . Each Class A Conduit Investor hereby agrees with respect to itself that it will use commercially reasonable efforts to fund Class A Advances made by its Class A Investor Group through the issuance of Class A Commercial Paper; provided that , (i) no Class A Conduit Investor will have any obligation to use commercially reasonable efforts to fund Class A Advances made by its Class A Investor Group through the issuance of Class A Commercial Paper at any time that the funding of such Class A Advance through the issuance of Class A Commercial Paper would be prohibited by the program documents governing such Class A Conduit Investor’s commercial paper program, (ii) nothing herein is (or shall be construed) as a commitment by any Class A Conduit Investor to fund any Class A Advance through the issuance of Class A Commercial Paper; provided further that, the Class A Conduit Investors shall not, and shall not be obligated to, fund or pay any Class A Ordinary Advance pursuant to this Agreement unless (i) the respective Class A Conduit Investor has received funds that may be used to make such funding or other payment and which funds are not required to repay any of the commercial paper notes (“ Class A CP Notes ”) issued by such Class A Conduit Investor when due and (ii) after giving effect to such funding or payment, either (x)

such Class A Conduit Investor could issue Class A CP Notes to refinance all of its outstanding Class A CP Notes (assuming such outstanding Class A CP Notes matured at such time) in accordance with the program documents governing its commercial paper program or (y) all of the Class A CP Notes are paid in full. Any amount that a Class A Conduit Investor does not pay pursuant to the operation of the second proviso of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or obligation of such Class A Conduit Investor for any such insufficiency.

(iv)

Class A Advance Allocations . The Issuer shall allocate the proposed Class A Advance among the Class A Investor Groups ratably by their respective Class A Commitment Percentages; provided that , in the event that one or more Class A Additional Investor Groups becomes party to this Agreement in accordance with Sub-Clause 2.1(c) ( Additional Investor Groups ) or one or more Class A Investor Group Maximum Principal Increases are effected in accordance with Sub-Clause 2.1(d) ( Investor Group Maximum Principal Increase ), any Class A Additional Investor Group Initial Principal Amount in connection with the addition of each such Class A Additional Investor Group, any Class A Investor Group Maximum Principal Increase Amount in connection with each such Class A Investor Group Maximum Principal Increase and each Class A Advance subsequent to either of the foregoing shall be allocated solely to such Class A Additional Investor Groups and/or such Class A Investor Groups, as applicable, until (and only until) the Class A Principal Amount is allocated ratably among all Class A Investor Groups (based upon each such Class A Commitment Percentage after giving effect to each such Class A Additional Investor Group becoming party hereto and/or each such Class A Investor Group Maximum Principal Increase, as applicable); provided further that on or prior to the Payment Date immediately following the date on which any such Class A Additional Investor Group becomes party hereto or a Class A Investor Group Maximum Principal Increase occurs, the Issuer shall use commercially reasonable efforts to request Class A Advances and/or effect Class A Voluntary Decreases to the extent necessary to cause (after giving effect to such Class A Advances and Class A Voluntary Decreases) the Class A Principal Amount to be allocated ratably among all Class A Investor Groups (based upon each such Class A Investor Group’s Class A Commitment Percentage after giving effect to such Class A Additional Investor Group becoming party hereto or such Class A Investor Group Maximum Principal Increase, as applicable).


(v)	Class A Delayed Funding Procedures .

(A)

A Class A Delayed Funding Purchaser, upon receipt of any notice of a Class A Ordinary Advance pursuant to Sub-Clause 2.2(a), promptly (but in no event later than 6:00 p.m. (London time) on the third Business Day prior to the proposed date of such Class A Ordinary Advance) may notify the Issuer in writing (a “ Class A Delayed Funding Notice ”) of its election to designate such Class A Ordinary Advance as a delayed Class A Ordinary Advance (such Class A Ordinary Advance, a “ Class A Designated Delayed Advance ”). If such Class A Delayed Funding Purchaser’s ratable portion of such Class A Ordinary 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 shall also include in the Class A Delayed Funding Notice the portion of such Class A Ordinary 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 Ordinary 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 Ordinary Advance specified in the related Class A Advance Request.

(B)

If (A) one or more Class A Delayed Funding Purchasers provide a Class A Delayed Funding Notice to the Issuer specifying a Class A Delayed Amount in respect of any Class A Ordinary Advance and (B) the Issuer shall not have revoked the notice of the Class A Ordinary Advance by 10:00 a.m. (London time) two Business Days preceding the proposed date of such Class A Ordinary Advance, then the Issuer, by no later than 11:30 a.m. (London time) two Business Days preceding the date of such proposed Class A Ordinary Advance, may (but shall have no obligation to) direct each Class A Available Delayed Amount Committed Note Purchaser to fund an additional portion of such Class A Ordinary Advance on the proposed date of such Class A Ordinary Advance equal to such Class A Available Delayed Amount Committed Note Purchaser’s proportionate share (based upon the relative Class A Committed Note Purchaser Percentage of such Class A Available Delayed Amount Committed Note Purchasers) of the aggregate Class A Delayed Amount with respect to the proposed Advance; provided that , (i) no Class A Available Delayed Amount Committed Note Purchaser shall be required to fund any portion of its proportionate share of such aggregate Class A Delayed Amount that would cause its Class A Investor Group Principal Amount to exceed its Class A Maximum Investor Group Principal Amount and (ii) any Class A Conduit Investor, if any, in the Class A Available Delayed Amount Committed Note Purchaser’s Investor Group 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 Sub-Clause 2.2(v)(B) ( Class A Delayed Funding Procedures ), a Class A Available Delayed Amount Committed Note Purchaser, promptly (but in no event later than 6:00 p.m. (London time) on the Business Day prior to the proposed date of such Class A Advance) may notify the Issuer 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 “ 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 Committed Note Purchaser’s proportionate share of such Class A Delayed Amount over (B) such Class A Available Delayed Amount Committed Note Purchaser’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 Committed Note Purchaser or the Class A Conduit Investor in such Class A Available Delayed Amount Committed Note Purchaser’s Class A Investor Group) (such excess amount, the “ Class A Second Permitted Delayed Amount ”), and upon any such election, such Class A Available Delayed Amount Committed Note Purchaser shall include in the Class A Second Delayed Funding Notice the Class A Second Delayed Funding Notice Amount.


(vi)	Funding Class A Advances

(A)

Subject to the other conditions set forth in this Sub-Clause 2.2(a) ( Class A Advances ), on the date of each Class A Ordinary Advance, each Class A Conduit Investor and Class A Committed Note Purchaser(s) funding such Class A Ordinary Advance shall make available to the Issuer its portion of the amount of such Class A Ordinary Advance (other than any Class A Delayed Amount) by wire transfer in Euros in same day funds to the Issuer Principal Collection Account no later than 2:00 p.m. (London time) on the date of such Class A Ordinary Advance. Proceeds from any Class A Ordinary Advance shall be deposited into the Issuer Principal Collection Account.

(B)

Subject to the other conditions set forth in this Sub-Clause 2.2(a) ( Class A Advances ), on the date of each Class A Reserve Advance, each Class A Conduit Investor and Class A Committed Note Purchaser(s) funding such Class A Reserve Advance shall make available to the Issuer its portion of the amount of such Class A Reserve Advance by wire transfer in Euros in same day funds to the Issuer Reserve Account no later than 2:00 p.m. (London time) on the date of such Class A Reserve Advance. Proceeds from any Class A Reserve Advance shall be deposited into the Issuer Reserve Account.

(C)

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 the Commitment Termination Date shall have occurred on or prior to such Class A Delayed Funding Date or the Issuer 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) (if applicable) pay the sum of the Class A Second Delayed Funding Notice Amount related to such Class A Delayed Amount, if any, to the Issuer no later than 2:00 p.m. (London time) on the related Class A Delayed Funding Date by wire transfer in Euros in same day funds to the Issuer 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 Funding Agent 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 Class A Advance related to such Class A Delayed Amount in accordance with Sub-Clause 2.2(a)(v)(C) ( Class A Delayed Funding Procedures ), 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 Sub-Clause 2.2(a)(v)(C) (Class A Delayed Funding Procedures) .

(vii)

Class A Funding Defaults . If, by 2:00 p.m. (London time) on the date of any Class A Advance, one or more Class A Committed Note Purchasers in a Class A Investor Group (each, a “ Class A Defaulting Committed Note Purchaser, ” and each Class A Committed Note Purchaser in the related Class A Investor Group that is not a Class A Defaulting Committed Note Purchaser, a “ Class A Non-Defaulting Committed Note Purchaser ”) fails to make its portion of such Class A Advance, available to the Issuer pursuant to Sub-Clause 2.2(a)(vi) ( Funding Class A Advances ) (the aggregate amount unavailable to the Issuer as a result of any such failure being herein called an “ Class A Advance Deficit ”), then the Class A Funding Agent for such Class A Investor Group, by no later than 2:30 p.m. (London time) on the

applicable date of such Class A Advance, shall instruct each Class A Non-Defaulting Committed Note Purchaser in the same Class A Investor Group as the Class A Defaulting Committed Note Purchaser to pay, by no later than 3:00 p.m. (London time), in immediately available funds, to the Issuer Principal Collection Account, an amount equal to the lesser of (i) such Class A Non-Defaulting Committed Note Purchaser’s pro rata portion (based upon the relative Class A Committed Note Purchaser Percentage of such Class A Non-Defaulting Committed Note Purchasers) of the Class A Advance Deficit and (ii) the amount by which such Class A Non-Defaulting Committed Note Purchaser’s pro rata portion (by Class A Committed Note Purchaser Percentage) of the Class A Maximum Investor Group Principal Amount for such Class A Investor Group exceeds the portion of the Class A Investor Group Principal Amount for such Class A Investor Group funded by such Class A Non-Defaulting Committed Note Purchaser (determined after giving effect to all Advances already made by such Class A Investor Group on such date). A Class A Defaulting Committed Note Purchaser shall forthwith, upon demand, pay to the applicable Funding Agent for the ratable benefit of the Class A Non-Defaulting Committed Note Purchasers all amounts paid by each such Class A Non-Defaulting Committed Note Purchaser on behalf of such Class A Defaulting Committed Note Purchaser, together with interest thereon, for each day from the date a payment was made by a Class A Non-Defaulting Committed Note Purchaser until the date such Class A Non-Defaulting Committed Note Purchaser has been paid such amounts in full, at a rate per annum equal to the sum of the Reference Rate plus 0.50% per annum. For the avoidance of doubt, no Class A Delayed Funding Purchaser that has provided a Class A Delayed Funding Notice in respect of a Class A Advance shall be considered to be in default of its obligation to fund its Class A Delayed Amount or be treated as a Class A Defaulting Committed Note Purchaser hereunder unless and until it has failed to fund the Class A Delayed Funding Reimbursement Amount or the Class A Second Delayed Funding Notice Amount on the related Class A Delayed Funding Date in accordance with Sub-Clause 2.2(a)(vi)(B) ( Funding Class A Advances ).


(b)	Class B Advances

(i)

Class B Advance Requests . Subject to the terms of this Agreement, including satisfaction of the Class B Funding Conditions, the aggregate principal amount of the Class B Notes may be increased from time to time. On any Business Day during the Revolving Period, the Issuer, subject to this Sub-Clause 2.2(b) ( Class B Advances ), may increase the Class B Principal Amount (such increase, including any increase resulting from a Class B Investor Group Maximum Principal Increase Amount, is referred to as an “ Class B Advance ”), by increasing the principal amounts of the Class B Notes allocated ratably by their respective Class B Commitment Percentages in accordance with Sub-Clause 2.2(b)(iv) ( Class B Advance Allocations ).

(A)

Whenever the Issuer wishes a Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, the Class B Committed Note Purchaser with respect to such Class B Investor Group, to make a Class B Advance, the Issuer shall notify the Administrative Agent, the related Class B Funding Agent and the Issuer Security Trustee by providing written notice substantially in the form of Exhibit J-2 ( Class B Form of Advance Notice ) delivered to the Administrative Agent, the Issuer Security Trustee and such Class B Funding Agent (with a copy of such notice delivered to the Class B Committed Note Purchasers) no later than 11:30 a.m. (London time) on the third Business Day prior to the proposed Class B Advance (which notice may be combined with the notice delivered

pursuant to Sub-Clause 2.1(c) ( Additional Investor Groups ) in the case of a Class B Advance in connection with a Class B Additional Investor Group Initial Principal Amount, or pursuant to Sub-Clause 2.1(d) ( Investor Group Maximum Principal Increase ), in the case of a Class B Advance in connection with a Class B Investor Group Maximum Principal Increase Amount). Each such notice shall be irrevocable and shall in each case refer to this Agreement and specify the aggregate amount of the requested Class B Advance to be made on such date; provided , however , if the Issuer receives a Class B Delayed Funding Notice in accordance with Sub-Clause 2.2(b)(v) ( Class B Delayed Funding Procedures ) by 6:00 p.m. (London time) on the third Business Day prior to the date of any proposed Class B Advance, the Issuer shall have the right to revoke the Class B Advance Request by providing the Administrative Agent and each Class B Funding Agent (with a copy to the Issuer Security Trustee and each Class B Committed Note Purchaser) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. (London time) on the second Business Day prior to the proposed date of such Class B Advance.

(B)

Each Class B Funding Agent shall promptly advise its related Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, its related Class B Committed Note Purchaser, of any notice given pursuant to Sub-Clause 2.2(b)(i) ( Class B Advance Requests ) and, if there is a Class B Conduit Investor with respect to any Class B Investor Group, shall promptly thereafter (but in no event later than 11:00 a.m. (London time) on the second Business Day preceding the date of such proposed Class B Advance), notify the Issuer and the related Class B Committed Note Purchaser(s), whether such Class B Conduit Investor has determined to make such Class B Advance.


(ii)	Party Obligated to Fund Class B Advances . Upon the Issuer’s request in accordance with Sub-Clause 2.2(b)(i) ( Class B Advances ):


(A)	each Class B Conduit Investor, if any, may fund Class B Advances (whether as a Class B Non-Delayed Amount or a Class B Delayed Amount) from time to time during the Revolving Period;

(B)

if any Class B Conduit Investor determines that it will not make a Class B Advance (whether as a Class B Non-Delayed Amount or a Class B Delayed Amount) or any portion of a Class B Advance (whether as a Class B Non-Delayed Amount or a Class B Delayed Amount), then such Class B Conduit Investor shall notify the Administrative Agent and the Class B Funding Agent with respect to such Class B Conduit Investor, and each Class B Committed Note Purchaser with respect to such Class B Conduit Investor, subject to Sub-Clause 2.2(b)(v) ( Class B Delayed Funding Procedures ) shall fund its pro rata portion (by Class B Committed Note Purchaser Percentage) of the Class B Commitment Percentage with respect to such Class B Investor Group of such Class B Advance (whether as a Class B Non-Delayed Amount or a Class B Delayed Amount) not funded by such Class B Conduit Investor; and


(C)	if there is no Class B Conduit Investor with respect any Class B Investor Group, then the Class B Committed Note Purchaser(s) with respect to such Class B Investor Group, subject to Sub-Clause 2.2(b)(v) ( Class B Delayed Funding Procedures ), shall fund Class B Advances (whether as a Class B Non-Delayed Amount or a Class B Delayed Amount) from time to time.

(iii)

Class B Conduit Investor Funding . Each Class B Conduit Investor hereby agrees with respect to itself that it will use commercially reasonable efforts to fund Class B Advances made by its Class B Investor Group through the issuance of Class B Commercial Paper; provided that , (i) no Class B Conduit Investor will have any obligation to use commercially reasonable efforts to fund Class B Advances made by its Class B Investor Group through the issuance of Class B Commercial Paper at any time that the funding of such Class B Advance through the issuance of Class B Commercial Paper would be prohibited by the program documents governing such Class B Conduit Investor’s commercial paper program, (ii) nothing herein is (or shall be construed) as a commitment by any Class B Conduit Investor to fund any Class B Advance through the issuance of Class B Commercial Paper; provided further that, the Class B Conduit Investors shall not, and shall not be obligated to, fund or pay any amount pursuant to this Agreement unless (i) the respective Class B Conduit Investor has received funds that may be used to make such funding or other payment and which funds are not required to repay any of the commercial paper notes (“ Class B CP Notes ”) issued by such Class B Conduit Investor when due and (ii) after giving effect to such funding or payment, either (x) such Class B Conduit Investor could issue Class B CP Notes to refinance all of its outstanding Class B CP Notes (assuming such outstanding Class B CP Notes matured at such time) in accordance with the program documents governing its commercial paper program or (y) all of the Class B CP Notes are paid in full. Any amount that a Class B Conduit Investor does not pay pursuant to the operation of the second proviso of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or obligation of such Class B Conduit Investor for any such insufficiency.

(iv)

Class B Advance Allocations . The Issuer shall allocate the proposed Class B Advance among the Class B Investor Groups ratably by their respective Class B Commitment Percentages; provided that , in the event that one or more Class B Additional Investor Groups becomes party to this Agreement in accordance with Sub-Clause 2.1(c) ( Additional Investor Groups ) or one or more Class B Investor Group Maximum Principal Increases are effected in accordance with Sub-Clause 2.1(d) ( Investor Group Maximum Principal Increase ), any Class B Additional Investor Group Initial Principal Amount in connection with the addition of each such Class B Additional Investor Group, any Class B Investor Group Maximum Principal Increase Amount in connection with each such Class B Investor Group Maximum Principal Increase and each Class B Advance subsequent to either of the foregoing shall be allocated solely to such Class B Additional Investor Groups and/or such Class B Investor Groups, as applicable, until (and only until) the Class B Principal Amount is allocated ratably among all Class B Investor Groups (based upon each such Class B Commitment Percentage after giving effect to each such Class B Additional Investor Group becoming party hereto and/or each such Class B Investor Group Maximum Principal Increase, as applicable); provided further that on or prior to the Payment Date immediately following the date on which any such Class B Additional Investor Group becomes party hereto or a Class B Investor Group Maximum Principal Increase occurs, the Issuer shall use commercially reasonable efforts to request Class B Advances and/or effect Class B Voluntary Decreases to the extent necessary to cause (after giving effect to such Class B Advances and Class B Voluntary Decreases) the Class B Principal Amount to be allocated ratably among all Class B Investor Groups (based upon each such Class B Investor Group’s Class B Commitment Percentage after giving effect to such Class B Additional Investor Group becoming party hereto or such Class B Investor Group Maximum Principal Increase, as applicable).


(v)	Class B Delayed Funding Procedures .

(A)

A Class B Delayed Funding Purchaser, upon receipt of any notice of a Class B Advance pursuant to Sub-Clause 2.2(b)(i), promptly (but in no event later than 6:00 p.m. (London time) on the third Business Day prior to the proposed date of such Class B Advance) may notify the Issuer 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 shall also 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 B Advance Request.

(B)

If (A) one or more Class B Delayed Funding Purchasers provide a Class B Delayed Funding Notice to the Issuer specifying a Class B Delayed Amount in respect of any Class B Advance and (B) the Issuer shall not have revoked the notice of the Class B Advance by 10:00 a.m. (London time) two Business Days preceding the proposed date of such Class B Advance, then the Issuer, by no later than 11:30 a.m. (London time) two Business Days preceding the date of such proposed Class B Advance, may (but shall have no obligation to) direct each Class B Available Delayed Amount Committed Note Purchaser 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 Committed Note Purchaser’s proportionate share (based upon the relative Class B Committed Note Purchaser Percentage of such Class B Available Delayed Amount Committed Note Purchasers) of the aggregate Class B Delayed Amount with respect to the proposed Advance; provided that , (i) no Class B Available Delayed Amount Committed Note Purchaser shall be required to fund any portion of its proportionate share of such aggregate Class B Delayed Amount that would cause its Class B Investor Group Principal Amount to exceed its Class B Maximum Investor Group Principal Amount and (ii) any Class B Conduit Investor, if any, in the Class B Available Delayed Amount Committed Note Purchaser’s Investor Group 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 Sub-Clause 2.2(b)(v)(B) ( Class B Delayed Funding Procedures ), a Class B Available Delayed Amount Committed Note Purchaser, promptly (but in no event later than 6:00 p.m. (London time) on the Business Day prior to the proposed date of such Class B Advance) may notify the Issuer 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 Committed

Note Purchaser’s proportionate share of such Class B Delayed Amount over (B) such Class B Available Delayed Amount Committed Note Purchaser’s Class B Required Non-Delayed Amount (after giving effect to the funding of any amount in respect of such C Class B Advance to be made by such Class B Available Delayed Amount Committed Note Purchaser or the Class B Conduit Investor in such Class B Available Delayed Amount Committed Note Purchaser’s Class B Investor Group) (such excess amount, the “ Class B Second Permitted Delayed Amount ”), and upon any such election, such Class B Available Delayed Amount Committed Note Purchaser shall include in the Class B Second Delayed Funding Notice the Class B Second Delayed Funding Notice Amount.


(vi)	Funding Class B Advances

(A)

Subject to the other conditions set forth in this Sub-Clause 2.2(b) ( Class B Advances ), on the date of each Class B Advance, each Class B Conduit Investor and Class B Committed Note Purchaser(s) funding such Class B Advance shall make available to the Issuer its portion of the amount of such Class B Advance (other than any Class B Delayed Amount) by wire transfer in Euros in same day funds to the Issuer Principal Collection Account no later than 2:00 p.m. (London time) on the date of such Class B Advance. Proceeds from any Class B Advance shall be deposited into the Issuer 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 the Commitment Termination Date shall have occurred on or prior to such Class B Delayed Funding Date or the Issuer 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) (if applicable) pay the sum of the Class B Second Delayed Funding Notice Amount related to such Class B Delayed Amount, if any, to the Issuer no later than 2:00 p.m. (London time) on the related Class B Delayed Funding Date by wire transfer in Euros in same day funds to the Issuer 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 Funding Agent 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 Class B Advance related to such Class B Delayed Amount in accordance with Sub-Clause 2.2(b)(v)(C) ( Class B Delayed Funding Procedures ), 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 Sub-Clause 2.2(b)(v)(C) (Class B Delayed Funding Procedures) .

(vii)

Class B Funding Defaults . If, by 2:00 p.m. (London time) on the date of any Class B Advance, one or more Class B Committed Note Purchasers in a Class B Investor Group (each, a “ Class B Defaulting Committed Note Purchaser, ” and each Class B Committed Note Purchaser in the related Class B Investor Group that is not a Class B Defaulting Committed Note Purchaser, a “ Class B Non-Defaulting Committed Note Purchaser ”) fails to make its portion of such Class B Advance, available to the Issuer pursuant to Sub-Clause 2.2(b)(vi) ( Funding Class B Advances )

(the aggregate amount unavailable to the Issuer as a result of any such failure being herein called an “ Class B Advance Deficit ”), then the Class B Funding Agent for such Class B Investor Group, by no later than 2:30 p.m. (London time) on the applicable date of such Class B Advance, shall instruct each Class B Non-Defaulting Committed Note Purchaser in the same Class B Investor Group as the Class B Defaulting Committed Note Purchaser to pay, by no later than 3:00 p.m. (London time), in immediately available funds, to the Issuer Principal Collection Account, an amount equal to the lesser of (i) such Class B Non-Defaulting Committed Note Purchaser’s pro rata portion (based upon the relative Class B Committed Note Purchaser Percentage of such Class B Non-Defaulting Committed Note Purchasers) of the Class B Advance Deficit and (ii) the amount by which such Class B Non-Defaulting Committed Note Purchaser’s pro rata portion (by Class B Committed Note Purchaser Percentage) of the Class B Maximum Investor Group Principal Amount for such Class B Investor Group exceeds the portion of the Class B Investor Group Principal Amount for such Class B Investor Group funded by such Class B Non-Defaulting Committed Note Purchaser (determined after giving effect to all Advances already made by such Class B Investor Group on such date). A Class B Defaulting Committed Note Purchaser shall forthwith, upon demand, pay to the applicable Funding Agent for the ratable benefit of the Class B Non-Defaulting Committed Note Purchasers all amounts paid by each such Class B Non-Defaulting Committed Note Purchaser on behalf of such Class B Defaulting Committed Note Purchaser, together with interest thereon, for each day from the date a payment was made by a Class B Non-Defaulting Committed Note Purchaser until the date such Class B Non-Defaulting Committed Note Purchaser has been paid such amounts in full, at a rate per annum equal to the sum of the Reference Rate plus 0.50% per annum. For the avoidance of doubt, no Class B Delayed Funding Purchaser that has provided a Class B Delayed Funding Notice in respect of a Class B Advance shall be considered to be in default of its obligation to fund its Class B Delayed Amount or be treated as a Class B Defaulting Committed Note Purchaser hereunder unless and until it has failed to fund the Class B Delayed Funding Reimbursement Amount or the Class B Second Delayed Funding Notice Amount on the related Class B Delayed Funding Date in accordance with Sub-Clause 2.2(b)(vi)(B) ( Funding Class B Advances ).

(c)

No obligation to make Class A Advance Requests or Class B Advance Requests . For the avoidance of doubt, the Issuer is not obliged to make any Class A Advance Requests or Class B Advance Requests, save that the Issuer shall deliver a Class A Advance Request to the Administrative Agent, the Class A Funding Agents and the Issuer Security Trustee (i) on the third Business Day prior to the Payment Date immediately preceding the Commitment Termination Date, in an amount equal to the Required Reserve Advance Amount and (ii) upon the occurrence of a Liquidation Event, in an amount equal to the Required Reserve Advance Amount; provided that , if the Issuer obtains actual knowledge of the occurrence of a Liquidation Event after 10:30 a.m. (London time) on any Business Day, the Class A Advance Request required to be delivered in accordance with item (ii) of this Sub-Clause 2.2(c) shall be delivered no later than 11:30 a.m. (London time) on the next succeeding Business Day; provided further that , no Class A Advance Request shall be required in accordance with item (ii) of this Sub-Clause 2.2(c) if a Class A Advance Request shall have previously been delivered in accordance with item (i) of this Sub-Clause 2.2(c).


2.3	Procedure for Decreasing the Principal Amount


(a)	Principal Decreases . Subject to the terms of this Agreement, the aggregate principal amount of the Issuer Notes may be decreased from time to time.


(b)	Expected Decrease

(i)

The expected repayment date of each Class A Advance shall be specified in the Class A Advance Request, which shall be a Payment Date or an Alternative Payment Date (such date, the “ Expected Payment Date ”); provided that , with respect to the Class A Initial Advance Amount with respect to each Class A Noteholder as of the Closing Date, the Expected Payment Date shall be the first Alternative Payment Date.

(ii)

Should the Issuer wish to repay a Class A Advance on its Expected Payment Date (the amount of such Class A Advance to be repaid, the “ Class A Expected Decrease Amount ”), then the Issuer shall provide notice to each Class A Noteholder, each Class A Conduit Investor, each Class A Committed Note Purchaser, the Administrative Agent and the Issuer Security Trustee at least 3 Business Days prior to such Expected Payment Date. Each such notice shall set forth the date of such Class A Expected Decrease, the related Class A Expected Decrease Amount, whether the Issuer is electing to pay any Class A Terminated Purchaser in connection with such Class A Expected Decrease, and the amount to be paid to such Class A Terminated Purchaser (if any).


(iii)	Any Class A Advance which is repaid on a Payment Date or an Alternative Payment Date shall be payable in accordance with Clause 5 ( Priority of Payments ) (such repayment, a “ Class A Expected Decrease ”).

(iv)

If the Issuer does not provide notice in accordance with Sub-Clause 2.3(b)(ii) above, then the relevant Class A Advance shall not be due and payable on its Expected Payment Date but instead will become due and payable on the earlier of the next Alternative Payment Date and the next Payment Date, in each case immediately after such Expected Payment Date. For the avoidance of doubt, and subject to all Class A Advances being due and payable on the Expected Final Payment Date, there is no limit on the number of times which the Expected Payment Date may be extended in accordance with this Sub-Clause 2.3(b)(iv).


(c)	Mandatory Decrease

(i)

Obligation to Decrease Class A Notes . If any Class A Excess Principal Event shall have occurred and be continuing, then, within five (5) Business Days following the Issuer’s discovery of such Class A Excess Principal Event, the Issuer shall withdraw from the Issuer 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 Class A Principal Amount pursuant to Sub-Clause 5.2(c) ( Application of Funds in the Issuer Principal Collection Account ), and (y) the amount necessary so that, after giving effect to all Class A Voluntary Decreases prior to such date, no such Class A Excess Principal Event shall exist, and distribute the lesser of such (x) and (y) to the Class A Noteholders in respect of principal of the Class A Notes to make a reduction in the Class A Principal Amount in accordance with Sub-Clause 5.2 ( Application of Funds in the Issuer Principal Collection Account ) (each reduction of the Principal Amount pursuant to this paragraph (i), a “ Class A Excess Principal Mandatory Decrease ” and the amount of each such reduction, the “ Class A Excess Principal Mandatory Decrease Amount ”).

(ii)

Obligation to Decrease Class B Notes. If any Class B Excess Principal Event shall have occurred and be continuing, then, within five (5) Business Days following the Issuer’s discovery of such Class B Excess Principal Event, the Issuer shall withdraw from the Issuer 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 Class B Principal Amount pursuant to Sub-Clause 5.2(c)

( Application of Funds in the Issuer Principal Collection Account ), and (y) the amount necessary so that, after giving effect to all Class B Voluntary Decreases prior to such date, no such Class B Excess Principal Event shall exist, and distribute the lesser of such (x) and (y) to the Class B Noteholders in respect of principal of the Class B Notes to make a reduction in the Class B Principal Amount in accordance with Sub-Clause 5.2 ( Application of Funds in the Issuer Principal Collection Account ) (each reduction of the Principal Amount pursuant to this paragraph (i), a “ Class B Excess Principal Mandatory Decrease ” and the amount of each such reduction, the “ Class B Excess Principal Mandatory Decrease Amount ”).


(iii)	Illegality in respect of Class A Notes . If, in any applicable jurisdiction, it becomes unlawful for a Class A Noteholder to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Class A Advance:


(A)	that Class A Noteholder shall promptly notify the relevant Class A Funding Agent and the Administrative Agent upon becoming aware of that event;


(B)	upon the relevant Class A Funding Agent notifying the Issuer, the Class A Commitment of that Class A Noteholder will be immediately cancelled; and

(C)

to the extent that the Class A Noteholder’s Class A Note has not been transferred pursuant to Clause 9 ( Transfers, Replacements and Assignments ), the Issuer shall withdraw from the Issuer Principal Collection Account an amount equal to the amount necessary to reduce the Principal Amount Outstanding of such Class A Note to zero (such reduction, a “ Class A Illegality Mandatory Decrease ” and the amount of each such reduction, the “ Class A Illegality Mandatory Decrease Amount ”).


(iv)	Illegality in respect of Class B Notes . If, in any applicable jurisdiction, it becomes unlawful for a Class B Noteholder to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Class B Advance:


(A)	that Class B Noteholder shall promptly notify the relevant Class B Funding Agent and the Administrative Agent upon becoming aware of that event;


(B)	upon the relevant Class B Funding Agent notifying the Issuer, the Class B Commitment of that Class B Noteholder will be immediately cancelled; and

(C)

to the extent that the Class B Noteholder’s Class B Note has not been transferred pursuant to Clause 9 ( Transfers, Replacements and Assignments ), the Issuer shall withdraw from the Issuer Principal Collection Account an amount equal to the amount necessary to reduce the Principal Amount Outstanding of such Class B Note to zero (such reduction, a “ Class B Illegality Mandatory Decrease ” and the amount of each such reduction, the “ Class B Illegality Mandatory Decrease Amount ”).

(v)

Breakage . Subject to and in accordance with Sub-Clause 3.6 ( Funding Losses ), (x) with respect to each Class A Excess Principal Mandatory Decrease or Class A Illegality Mandatory Decrease, the Issuer shall reimburse each Class A Investor Group or Class A Noteholder (as the case may be) on the next succeeding Payment Date for any associated breakage costs payable as a result of such Class A Excess Principal Mandatory Decrease or Class A Illegality Mandatory Decrease and (y)

with respect to each Class B Excess Principal Mandatory Decrease or Class B Illegality Mandatory Decrease, the Issuer shall reimburse each Class B Investor Group or Class B Noteholder (as the case may be) on the next succeeding Payment Date for any associated breakage costs payable as a result of such Class B Excess Principal Mandatory Decrease or Class B Illegality Mandatory Decrease.

(vi)

Notice of Mandatory Decrease . Upon discovery of any Class A Excess Principal Event, the Issuer, within two (2) Business Days of such discovery, shall deliver written notice of any related Class A Excess Principal Mandatory Decreases, any related Class A Excess Principal Mandatory Decrease Amount and the date of any such Class A Excess Principal Mandatory Decrease to the Administrative Agent, the Issuer Security Trustee and each Class A Noteholder. Upon discovery of any Class B Excess Principal Event, the Issuer, within two (2) Business Days of such discovery, shall deliver written notice of any related Class B Excess Principal Mandatory Decreases, any related Class B Excess Principal Mandatory Decrease Amount and the date of any such Class B Excess Principal Mandatory Decrease to the Administrative Agent, the Issuer Security Trustee and each Class B Noteholder.


(d)	Voluntary Decrease

(i)

Procedures for Class A Voluntary Decrease . On any Business Day, upon at least three (3) Business Days’ prior notice to each Class A Noteholder, each Class A Conduit Investor, each Class A Committed Note Purchaser, the Administrative Agent and the Issuer Security Trustee, the Issuer may decrease the Class A Principal Amount in whole or in part (each such reduction of the Principal Amount pursuant to this Sub-Clause 2.3(d) ( Voluntary Decrease ), a “ Class A Voluntary Decrease ”) by withdrawing from the Issuer 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 Class A Voluntary Decrease pursuant to Sub-Clause 5.2 ( Application of Funds in the Issuer Principal Collection Account ), and distributing the amount of such withdrawal (such amount, the “ Class A Voluntary Decrease Amount ”) to the Class A Noteholders as specified in Sub-Clause 5.2 ( Application of Funds in the Issuer Principal Collection Account ) on a pro rata basis amongst the Class A Noteholders other than the Class A Terminated Purchasers. Each such notice shall set forth the date of such Class A Voluntary Decrease, the related Class A Voluntary Decrease Amount, whether the Issuer is electing to pay any Class A Terminated Purchaser in connection with such Class A Voluntary Decrease, and the amount to be paid to such Class A Terminated Purchaser (if any).

(ii)

Procedures for Class B Voluntary Decrease . On any Business Day, upon at least three (3) Business Days’ prior notice to each Class B Noteholder and provided that no Potential Amortization Event with respect to the Class A Notes has occurred, each Class B Conduit Investor, each Class B Committed Note Purchaser, the Administrative Agent and the Issuer Security Trustee, the Issuer may decrease the Class B Principal Amount in whole or in part (each such reduction of the Principal Amount pursuant to this Sub-Clause 2.3(d) ( Voluntary Decrease ), a “ Class B Voluntary Decrease ”) by withdrawing from the Issuer 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 Class B Voluntary Decrease pursuant to Sub-Clause 5.2 ( Application of Funds in the Issuer Principal Collection Account ), and distributing the amount of such withdrawal (such amount, the “ Class B Voluntary Decrease Amount ”) to the Class B Noteholders as specified in Sub-Clause 5.2 ( Application of Funds in the Issuer Principal Collection Account ) on a pro rata basis amongst the Class B Noteholders other than the Class B Terminated Purchasers. Each such notice shall set forth the date of such Class B Voluntary Decrease, the related Class

B Voluntary Decrease Amount, whether the Issuer is electing to pay any Class B Terminated Purchaser in connection with such Class B Voluntary Decrease, and the amount to be paid to such Class B Terminated Purchaser (if any).

(iii)

Breakage . Subject to and in accordance with Sub-Clause 3.6 ( Funding Losses ), (x) with respect to each Class A Voluntary Decrease, the Issuer shall reimburse each Class A Investor Group on the next succeeding Payment Date for any associated breakage costs payable as a result of such Class A Voluntary Decrease and (y) with respect to each Class B Voluntary Decrease, the Issuer shall reimburse each Class B Investor Group on the next succeeding Payment Date for any associated breakage costs payable as a result of such Class B Voluntary Decrease.

(iv)

Voluntary Decrease Minimum Denominations . Each such Class A Voluntary Decrease shall be, in the aggregate for all Class A Notes, in a minimum principal amount of EUR 5,000,000 and integral multiples of EUR 100,000 in excess thereof unless such Class A Voluntary Decrease is allocated to pay any Class A Investor Group Principal Amount in full. Each such Class B Voluntary Decrease shall be, in the aggregate for all Class B Notes, in a minimum principal amount of EUR 1,000,000 and integral multiples of EUR 100,000 in excess thereof unless such Class B Voluntary Decrease is allocated to pay any Class B Investor Group Principal Amount in full.


2.4	Funding Agent Register

(a)

On each date of a Class A Advance or Class A Decrease hereunder, a duly authorized officer, employee or agent of the related Class A Funding Agent shall make appropriate notations in its books and records of the amount of such Class A Advance or Class A Decrease, as applicable. The Issuer hereby authorizes each duly authorized officer, employee and agent of such Class A Funding Agent to make such notations on the books and records as aforesaid and every such notation made in accordance with the foregoing authority shall be prima facie evidence of the accuracy of the information so recorded and shall be binding on the Issuer absent manifest error; provided , however , that in the event of a discrepancy between the books and records of such Class A Funding Agent and the records maintained by the Registrar pursuant to the Issuer Note Framework Agreement, such discrepancy shall be resolved by such Class A Funding Agent and the Administrative Agent and the Registrar shall be directed by the Class A Funding Agent to update the Note Register accordingly.

(b)

On each date of a Class B Advance or Class B Decrease hereunder, a duly authorized officer, employee or agent of the related Class B Funding Agent shall make appropriate notations in its books and records of the amount of such Class B Advance or Class B Decrease, as applicable. The Issuer hereby authorizes each duly authorized officer, employee and agent of such Class B Funding Agent to make such notations on the books and records as aforesaid and every such notation made in accordance with the foregoing authority shall be prima facie evidence of the accuracy of the information so recorded and shall be binding on the Issuer absent manifest error; provided , however , that in the event of a discrepancy between the books and records of such Class B Funding Agent and the records maintained by the Registrar pursuant to the Issuer Note Framework Agreement, such discrepancy shall be resolved by such Class B Funding Agent and the Administrative Agent and the Registrar shall be directed by the Class B Funding Agent to update the Note Register accordingly.


2.5	Reduction of Maximum Principal Amount


(a)	Reduction of Class A Maximum Principal Amount . The Issuer, upon three (3) Business Days’ notice to the Administrative Agent, each Class A Funding Agent, each Class A Conduit Investor and each Class A Committed Note Purchaser, may effect a reduction (but

without prejudice of the Issuer right to effect a Class A Investor Group Maximum Principal Increase with respect to any Class A Investor Group or add any Class A Additional Investor Group in the future, in each case in accordance with Sub-Clause 2.1 ( Initial Purchase; Additional Issuer Notes )) of the Class A Maximum Principal Amount and a corresponding reduction of each Class A Maximum Investor Group Principal Amount; provided that , with respect to any such reduction effected pursuant to this Sub-Clause 2.5(a) ( Reduction of Class A Maximum Principal Amount ):

(i)

any such reduction (A) will be limited to the undrawn portion of the Class A Maximum Principal Amount as of such date, although any such reduction may be combined with a Class A Decrease effected pursuant to and in accordance with Sub-Clause 2.3 ( Procedure for Decreasing the Principal Amount ), and (B) must be in a minimum amount of EUR 10,000,000; provided that , solely for the purposes of this Sub-Clause 2.5(a)(i) ( Reduction of Class A Maximum Principal Amount ), such undrawn portion of the Class A Maximum Principal Amount as of such date shall not include any then unfunded Delayed Amounts relating to any Class A Advance the notice with respect to which the Issuer shall not have revoked as of the date of such reduction; and


(ii)	after giving effect to such reduction, the Class A Maximum Principal Amount as of such date equals or exceeds EUR 100,000,000, unless reduced to zero.

Any reduction made pursuant to this Sub-Clause 2.5(a) ( Reduction of Class A Maximum Principal Amount ) shall be made ratably among the Class A Investor Groups on the basis of their respective Class A Maximum Investor Group Principal Amounts as of such date. No later than one Business Day following any reduction of the Class A Maximum Principal Amount becoming effective, the Administrative Agent shall revise Schedule 2 ( Conduit Investors and Committed Note Purchasers ) to reflect such reduction, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any Class A Noteholder.

(b)

Reduction of Class B Maximum Principal Amount . The Issuer, upon three (3) Business Days’ notice to the Administrative Agent, each Class B Funding Agent, each Class B Conduit Investor and each Class B Committed Note Purchaser, may effect a reduction (but without prejudice of the Issuer right to effect a Class B Investor Group Maximum Principal Increase with respect to any Class B Investor Group or add any Class B Additional Investor Group in the future, in each case in accordance with Sub-Clause 2.1 ( Initial Purchase; Additional Issuer Notes )) of the Class B Maximum Principal Amount and a corresponding reduction of each Class B Maximum Investor Group Principal Amount; provided that , with respect to any such reduction effected pursuant to this Sub-Clause 2.5(b) ( Reduction of Class B Maximum Principal Amount ):

(i)

any such reduction (A) will be limited to the undrawn portion of the Class B Maximum Principal Amount as of such date, although any such reduction may be combined with a Class B Decrease effected pursuant to and in accordance with Sub-Clause 2.3 ( Procedure for Decreasing the Principal Amount ), and (B) must be in a minimum amount of EUR 5,000,000; provided that , solely for the purposes of this Sub-Clause 2.5(b)(i) ( Reduction of Class B Maximum Principal Amount ), such undrawn portion of the Class B Maximum Principal Amount as of such date shall not include any then unfunded Delayed Amounts relating to any Class B Advance the notice with respect to which the Issuer shall not have revoked as of the date of such reduction; and


(ii)	after giving effect to such reduction, the Class B Maximum Principal Amount as of such date equals or exceeds EUR 20,000,000, unless reduced to zero.

Any reduction made pursuant to this Sub-Clause 2.5(b) ( Reduction of Class B Maximum Principal Amount ) shall be made ratably among the Class B Investor Groups on the basis of their respective Class B Maximum Investor Group Principal Amounts as of such date. No later than one Business Day following any reduction of the Class B Maximum Principal Amount becoming effective, the Administrative Agent shall revise Schedule 2 ( Conduit Investors and Committed Note Purchasers ) to reflect such reduction, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any Class B Noteholder.


2.6	Commitment Terms and Extensions of Commitments


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

(b)

Requests for Extensions . The Issuer may request, through the Administrative Agent, that each Funding Agent, for the account of the related Investor Group, consents to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “ Extension Length ”), which consent will be granted or withheld by each Funding Agent, on behalf of the related Investor Group, in its sole discretion.

(c)

Procedures for Extension Consents . Upon receipt of any request described in Sub-Clause (b) above, the Administrative Agent shall promptly notify each Funding Agent thereof, each of which Funding Agents shall notify each Conduit Investor, if any, and each Committed Note Purchaser in its Investor Group thereof. Not later than the first Business Day following the 45th day after such request for an extension (such period, the “ Election Period ”), each Committed Note Purchaser shall notify the Issuer and the Administrative Agent of its willingness or refusal to consent to such extension and each Conduit Investor shall notify the Funding Agent for its Investor Group of its willingness or refusal to consent to such extension, and such Funding Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each such Conduit Investor (any such Conduit Investor or Committed Note Purchaser that refuses to consent to such extension, a “ Non-Extending Purchaser ”). Any Committed Note Purchaser that does not expressly notify the Issuer and the Administrative Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period and each Conduit Investor that does not expressly notify such Funding Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a Non-Extending Purchaser. If a Committed Note Purchaser or a Conduit Investor has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Amortization Event shall be continuing with respect to the Issuer Notes, then the Commitment Termination Date for such Committed Note Purchaser or Conduit Investor 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 Commitment Termination Date); provided that , no such extension to the Commitment Termination Date shall become effective until (i) the termination of each Non-Extending Purchaser’s commitment, if any, (ii) on the date of any such termination, the prepayment in full of each such Non-Extending Purchaser’s portion of the Class A Investor Group Principal Amount for such Non-Extending Purchaser’s Class A Investor Group and all accrued and unpaid interest thereon, if any, in each case, in accordance with Sub-Clause 9.2 ( Replacement of Investor Group ), and (iii) on the date of any such termination, the prepayment in full of each such Non-Extending Purchaser’s portion of the Class B Investor Group Principal Amount for such Non-Extending Purchaser’s Class B Investor Group and all accrued and unpaid interest thereon, if any, in each case, in accordance with Sub-Clause 9.2 ( Replacement of Investor Group ).


2.7	Timing and Method of Payment

All amounts payable to any Funding Agent hereunder or with respect to the Issuer Notes on any date shall be made to the applicable Funding Agent or upon the order of the applicable Funding Agent by wire transfer of immediately available funds in Euros not later than 2:00 p.m. (London time) on the date due; provided that ,

(a)

if (i) any Class A Funding Agent receives funds payable to it hereunder later than 2:00 p.m. (London time) on any date and (ii) prior to the later of the next succeeding Determination Date and thirty (30) days after the date on which such Class A Funding Agent received such funds, such Class A Funding Agent notifies the Issuer in writing of such late receipt, then such funds received later than 2:00 p.m. (London time) on such date by such Class A Funding Agent will be deemed to have been received by such Class A Funding Agent on the next Business Day and any interest accruing with respect to the payment of such on such next Business Day shall not be payable until the Payment Date immediately following the later of such two dates specified in paragraph (ii);

(b)

(c)

if (i) any Class B Funding Agent receives funds payable to it hereunder later than 2:00 p.m. (London time) on any date and (ii) prior to the later of the next succeeding Determination Date and thirty (30) days after the date on which such Class B Funding Agent received such funds, such Class B Funding Agent notifies the Issuer in writing of such late receipt, then such funds received later than 2:00 p.m. (London time) on such date by such Class B Funding Agent will be deemed to have been received by such Class B Funding Agent on the next Business Day and any interest accruing with respect to the payment of such on such next Business Day shall not be payable until the Payment Date immediately following the later of such two dates specified in paragraph (ii);

(d)

(e)

the Issuer’s obligations hereunder in respect of any amounts payable to any Class A Conduit Investor or Class A Committed Note Purchaser shall be discharged to the extent funds are disbursed by the Issuer to the related Class A Funding Agent as provided herein whether or not such funds are properly applied by such Class A Funding Agent and the Issuer’s obligations hereunder in respect of any amounts payable to any Class B Conduit Investor or Class B Committed Note Purchaser shall be discharged to the extent funds are disbursed by the Issuer to the related Class B Funding Agent as provided herein whether or not such funds are properly applied by such Class B Funding Agent.


2.8	Legal Final Payment Date

The Principal Amount shall be due and payable on the Legal Final Payment Date.


2.9	Delayed Funding Purchaser Groups


(a)	Class A Delayed Funding Purchaser Groups

(i)

Notwithstanding any provision of this Agreement to the contrary, if at any time a Class A Delayed Funding Purchaser delivers a Class A Delayed Funding Notice, no Class A Undrawn Fees shall accrue (or be payable) to its Class A Delayed Funding Purchaser Group in respect of any Class A Delayed Amount from the date of the related Class A Advance to the date the Class A Delayed Funding Purchaser in such Class A Delayed Funding Purchaser Group funds the related Class A Delayed Funding Reimbursement Amount, if any, and the Class A Second Delayed Funding Notice Amount, if any.


(ii)	Notwithstanding any provision of this Agreement to the contrary, if at any time a Class A Committed Note Purchaser in a Class A Investor Group becomes a Class A Defaulting Committed Note Purchaser, then the following provisions shall apply for so long as such Class A Defaulting Committed Note Purchaser has failed to pay all amounts required pursuant to Clause 2.2(a) ( Class A Advances ):


(A)	no Class A Undrawn Fees shall accrue (or be payable) on any unfunded portion of the Class A Maximum Investor Group Principal Amount of such Class A Defaulting Committed Note Purchaser as of such date; and


(B)	the Class A Commitment Percentage of such Class A Defaulting Committed Note Purchaser shall not be included in determining whether the Required Noteholders or all Class A Conduit Investors and/or Class A Committed Note Purchasers have taken or may take any action hereunder.


(b)	Class B Delayed Funding Purchaser Groups

(i)

Notwithstanding any provision of this Agreement to the contrary, if at any time a Class B Delayed Funding Purchaser delivers a Class B Delayed Funding Notice, no Class B Undrawn Fees shall accrue (or be payable) to its Class B Delayed Funding Purchaser Group in respect of any Class B Delayed Amount from the date of the related Class B Advance to the date the Class B Delayed Funding Purchaser in such Class B Delayed Funding Purchaser Group funds the related Class B Delayed Funding Reimbursement Amount, if any, and the Class B Second Delayed Funding Notice Amount, if any.


(ii)	Notwithstanding any provision of this Agreement to the contrary, if at any time a Class B Committed Note Purchaser in a Class B Investor Group becomes a Class B Defaulting Committed Note Purchaser, then the following provisions shall apply for so long as such Class B Defaulting Committed Note Purchaser has failed to pay all amounts required pursuant to Clause 2.2(b) ( Class B Advances ):


(A)	no Class B Undrawn Fees shall accrue (or be payable) on any unfunded portion of the Class B Maximum Investor Group Principal Amount of such Class B Defaulting Committed Note Purchaser as of such date; and


(B)	the Class B Commitment Percentage of such Class B Defaulting Committed Note Purchaser shall not be included in determining whether the Required Noteholders or all Class B Conduit Investors and/or Class B Committed Note Purchasers have taken or may take any action hereunder.

For the avoidance of doubt, no provision of this Sub-Clause 2.9 ( Delayed Funding Purchaser Groups ) shall be deemed to relieve any Class A Defaulting Committed Note Purchaser or any Class B Defaulting Committed Note Purchaser of its Commitment hereunder and the Issuer may pursue all rights and remedies available to it under the law in connection with the event(s) that resulted in such Class A Committed Note Purchaser becoming a Class A Defaulting Committed Note Purchaser

or such Class B Committed Note Purchaser becoming a Class B Defaulting Committed Note Purchaser.


3	INTEREST, FEES AND COSTS


3.1	Interest and Interest Rates


(a)	Interest Rate


(i)	Class A Interest Rate . Each related Class A Advance funded or maintained by a Class A Investor Group during the related Interest Period:


(A)	through the issuance of Class A Commercial Paper shall bear interest at the Class A CP Rate for such Interest Period, and


(B)	through means other than the issuance of Class A Commercial Paper shall bear interest at the Reference Rate applicable to such Class A Investor Group for the related Interest Period.


(ii)	Class B Interest Rate . Each related Class B Advance funded or maintained by a Class B Investor Group during the related Interest Period:


(A)	through the issuance of Class B Commercial Paper shall bear interest at the Class B CP Rate for such Interest Period, and


(B)	through means other than the issuance of Class B Commercial Paper shall bear interest at the Reference Rate applicable to such Class B Investor Group for the related Interest Period.


(b)	Notice of Interest Rates

(i)

Each Class A Funding Agent shall notify the Issuer and the Issuer Administrator of the applicable Class A CP Rate for the Class A Advances made by its Class A Investor Group for the related Interest Period by 11:00 a.m. (London time) on each Determination Date and each Class B Funding Agent shall notify the Issuer and the Issuer Administrator of the applicable Class B CP Rate for the Class B Advances made by its Class B Investor Group for the related Interest Period by 11:00 a.m. (London time) on each Determination Date. Each such notice shall be substantially in the form of Exhibit N ( Form of Required Invoice ) hereto.


(ii)	The Administrative Agent shall notify the Issuer and the Issuer Administrator of the applicable Reference Rate by 11:00 a.m. (London time) on each Determination Date. Each such notice shall be substantially in the form of Exhibit N ( Form of Required Invoice ) hereto.


(c)	Payment of Interest; Funding Agent Failure to Provide Rate


(i)	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)	If the amounts described in Sub-Clause 5.3 ( Application of Funds in the Issuer Interest Collection Account ) 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 such 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 applicable Class A Note Rate; provided that , for the avoidance of doubt, any Class A Deficiency Amount shall remain due on the Payment Date when initially due and payable and shall give rise to an Amortization Event pursuant to Sub-Clause 7.1(a) if such Class A Deficiency Amount plus any applicable interest thereon remains unpaid following the applicable cure period. If the amounts described in Sub-Clause 5.3 ( Application of Funds in the Issuer Interest Collection Account ) 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 such 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 applicable Class B Note Rate; provided that , for the avoidance of doubt, any Class B Deficiency Amount that remains unpaid following the applicable cure period shall give rise to an Amortization Event pursuant to Sub-Clause 7.1(a).

(d)

Day Count and Business Day Convention . All computations of interest at the Class A CP Rate, Class B CP Rate and Reference Rate shall be made on the basis of a year of 360 days and the actual number of days elapsed. Whenever any payment of interest or principal in respect of any Class A Advance or Class B Advance shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the amount of interest owed.

(e)

Funding Agent’s Failure to Notify . With respect to any Class A Funding Agent that shall have failed to notify the Issuer and the Issuer Administrator of the applicable Class A CP Rate for the Class A Advances made by its Class A Investor Group for the related Interest Period by 1.00 p.m. (London time) on any Determination Date in accordance with Sub-Clause 3.1(b)(i) ( Notice of Interest Rates ), on the first Payment Date occurring after the date on which such Class A Funding Agent provides such notice previously not provided in accordance with Sub-Clause 3.1(b)(i) ( Notice of Interest Rates ) (or, if such notice is provided on any date occurring after a Determination Date and prior to the Payment Date immediately following such Determination Date, then the second Payment Date occurring after the date on which such Class A Funding Agent provides such notice previously not provided), such Class A Funding Agent shall pay to or at the direction of the Issuer an amount equal to the excess, if any, of the amount actually paid by the Issuer to or for the benefit of the Class A Noteholders in such Class A Funding Agent’s Class A Investor Group as a result of the reversion to the Class A CP Fall-back Rate in accordance with the definition of Class A CP Rate over the amount that should have been paid by the Issuer to or for the benefit of the Class A Noteholders in such Class A Funding Agent’s Class A Investor Group had all of the relevant information for the relevant Interest Period been provided by such Class A Funding Agent to the Issuer on a timely basis. With respect to any Class B Funding Agent that shall have failed to notify the Issuer and the Issuer Administrator of the applicable Class B CP Rate for the Class B Advances made by its Class B Investor Group for the related Interest Period by 11:00 a.m. (London time) on any Determination Date in

accordance with Sub-Clause 3.1(b)(i) ( Notice of Interest Rates ), on the first Payment Date occurring after the date on which such Class B Funding Agent provides such notice previously not provided in accordance with Sub-Clause 3.1(b)(i) ( Notice of Interest Rates ) (or, if such notice is provided on any date occurring after a Determination Date and prior to the Payment Date immediately following such Determination Date, then the second Payment Date occurring after the date on which such Class B Funding Agent provides such notice previously not provided), such Class B Funding Agent shall pay to or at the direction of the Issuer an amount equal to the excess, if any, of the amount actually paid by the Issuer to or for the benefit of the Class B Noteholders in such Class B Funding Agent’s Class B Investor Group as a result of the reversion to the Class B CP Fall-back Rate in accordance with the definition of Class B CP Rate over the amount that should have been paid by the Issuer to or for the benefit of the Class B Noteholders in such Class B Funding Agent’s Class B Investor Group had all of the relevant information for the relevant Interest Period been provided by such Class B Funding Agent to the Issuer on a timely basis.

(f)

CP True-Up Payment Amount . With respect to any Class A Funding Agent that shall have failed to notify the Issuer and the Issuer Administrator of the applicable Class A CP Rate for the Class A Advances made by its Class A Investor Group for the related Interest Period by 1:00 p.m. (London time) on any Determination Date in accordance with Sub-Clause 3.1(b)(i) ( Notice of Interest Rates ), on the first Payment Date occurring after the date on which such Class A Funding Agent provides such notice previously not provided in accordance with Sub-Clause 3.1(b)(i) ( Notice of Interest Rates ) (or, if such notice is provided on any date occurring after a Determination Date and prior to the Payment Date immediately following such Determination Date, then the second Payment Date occurring after the date on which such Class A Funding Agent provides such notice previously not provided), the Issuer shall pay to or at the direction of the Class A Funding Agent for the benefit of the Class A Noteholders in such Class A Funding Agent’s Class A Investor Group an amount equal to the excess, if any, of the amount that should have been paid by the Issuer to or for the benefit of the Class A Noteholders in such Class A Funding Agent’s Class A Investor Group had all of the relevant information for the relevant Interest Period been provided by such Class A Funding Agent to the Issuer on a timely basis over the amount actually paid by the Issuer to or for the benefit of such Class A Noteholders as a result of the reversion to the Class A CP Fall-back Rate in accordance with the definition of Class A CP Rate (such excess with respect to such Class A Funding Agent, the “ Class A CP True-Up Payment Amount ”). For the avoidance of doubt, Class A CP True-Up Payment Amounts, if any, shall be paid in accordance with Sub-Clause 5.3 as a component of the Class A Monthly Interest Amount. With respect to any Class B Funding Agent that shall have failed to notify the Issuer and the Issuer Administrator of the applicable Class B CP Rate for the Class B Advances made by its Class B Investor Group for the related Interest Period by 11:00 a.m. (London time) on any Determination Date in accordance with Sub-Clause 3.1(b)(i) ( Notice of Interest Rates ), on the first Payment Date occurring after the date on which such Class B Funding Agent provides such notice previously not provided in accordance with Sub-Clause 3.1(b)(i) ( Notice of Interest Rates ) (or, if such notice is provided on any date occurring after a Determination Date and prior to the Payment Date immediately following such Determination Date, then the second Payment Date occurring after the date on which such Class B Funding Agent provides such notice previously not provided), the Issuer shall pay to or at the direction of the Class B Funding Agent for the benefit of the Class B Noteholders in such Class B Funding Agent’s Class B Investor Group an amount equal to the excess, if any, of the amount that should have been paid by the Issuer to or for the benefit of the Class B Noteholders in such Class B Funding Agent’s Class B Investor Group had all of the relevant information for the relevant Interest Period been provided by such Class B Funding Agent to the Issuer on a timely basis over the amount actually paid by the Issuer to or for the benefit of such Class B Noteholders as a result of the reversion to the Class B CP Fall-back Rate in accordance with the definition of Class B CP Rate (such excess with respect to such Class B Funding Agent, the “ Class

B CP True-Up Payment Amount ”). For the avoidance of doubt, Class B CP True-Up Payment Amounts, if any, shall be paid in accordance with Sub-Clause 5.3 as a component of the Class B Monthly Interest Amount.


3.2	Administrative Agent and Up-Front Fees


(a)	Administrative Agent Fees . On each Payment Date, the Issuer shall pay to the Administrative Agent the applicable Administrative Agent Fee for such Payment Date.

(b)

Up-Front Fees . On the Closing Date, the Issuer shall pay the applicable Class A Up-Front Fee (as defined and set out in the Class A Up-Front Fee Letter) to each Class A Funding Agent for the account of the related Class A Committed Note Purchasers. On the date on which any Class B Notes are first issued under this Agreement, the Issuer shall pay the applicable Class B Up-Front Fee (as defined and set out in the Class B Up-Front Fee Letter), if any, to each Class B Funding Agent for the account of the related Class B Committed Note Purchasers.


3.3	Lending Unlawful

(a)

If a Class A Conduit Investor, a Class A Committed Note Purchaser or any Class A Program Support Provider (each such person, a “ Class A Affected Person ”) shall reasonably determine (which determination, upon notice thereof to the Administrative Agent, the related Class A Funding Agent and the Issuer, shall be conclusive and binding on the Issuer absent manifest error) that the introduction of or any change in or in the interpretation of any law, rule or regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for any such Class A Affected Person to make, continue, or maintain any Class A Advance, the obligation of such Class A Affected Person to make, continue or maintain any such Class A Advance upon such determination, shall forthwith be suspended until such Class A Affected Person shall notify the related Class A Funding Agent and the Issuer that the circumstances causing such suspension no longer exist.

(b)

If a Class B Conduit Investor, a Class B Committed Note Purchaser or any Class B Program Support Provider (each such person, a “ Class B Affected Person ”) shall reasonably determine (which determination, upon notice thereof to the Administrative Agent, the related Class B Funding Agent and the Issuer, shall be conclusive and binding on the Issuer absent manifest error) that the introduction of or any change in or in the interpretation of any law, rule or regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for any such Class B Affected Person to make, continue, or maintain any Class B Advance, the obligation of such Class B Affected Person to make, continue or maintain any such Class B Advance upon such determination, shall forthwith be suspended until such Class B Affected Person shall notify the related Class B Funding Agent and the Issuer that the circumstances causing such suspension no longer exist.


3.4	[Reserved]


3.5	Increased or Reduced Costs, etc.

The Issuer agrees to reimburse (a) each Class A Affected Person for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Class A Affected Person in respect of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Class A Advances as, or of converting (or of its obligation to convert) any Class A Advances into, the Class A Reference Rate Tranche that arise in connection with any Changes in Law and (b) each Class B Affected Person for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Class B Affected Person in respect of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Class B Advances as, or of converting (or of its obligation to convert) any Class B Advances into, the Class B Reference Rate Tranche that arise in

connection with any Changes in Law, except for any such Changes in Law with respect to increased capital costs and Taxes, which shall be governed by Sub-Clauses 3.7 ( Increased Capital Costs ) and 3.8 ( Taxes ), respectively. Each such demand shall be provided to the related Class A Funding Agent or Class B Funding Agent (as applicable) and the Issuer in writing and shall state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Class A Affected Person or Class B Affected Person (as applicable) for such increased cost or reduced amount or return. Such additional amounts shall be payable by the Issuer to such Class A Funding Agent or Class B Funding Agent (as applicable) and by such Class A Funding Agent or Class B Funding Agent (as applicable) directly to such Class A Affected Person or Class B Affected Person (as applicable) on the Payment Date immediately following the Issuer’s receipt of such notice, and such notice, in the absence of manifest error, shall be conclusive and binding on the Issuer.


3.6	Funding Losses

In the event any Affected Person shall incur any loss or expense (including, for the avoidance of doubt, any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Person to make, continue or maintain any portion of the principal amount of any Class A CP Tranche, Class A Reference Rate Tranche, Class B CP Tranche or Class B Reference Rate Tranche or to convert any portion of the principal amount of any Class A Advance not in the Class A CP Tranche into the Class A CP Tranche or not in the Class A Reference Rate Tranche into the Class A Reference Rate Tranche or to convert any portion of the principal amount of any Class B Advance not in the Class B CP Tranche into the Class B CP Tranche or not in the Class B Reference Rate Tranche into the Class B Reference Rate Tranche) as a result of:

(a)

other than in connection with a Class A Decrease pursuant to Sub-Clause 2.3(b) ( Procedure for Decreasing the Principal Amount – Expected Decrease ), any conversion or repayment or prepayment (for any other reason, including as a result of the acceleration of the maturity of any portion of the Class A CP Tranche, Class A Reference Rate Tranche, Class B CP Tranche or Class B Reference Rate Tranche in connection with any optional repurchase of the Class A Notes or Class B Notes pursuant to Sub-Clause 10.1 ( Authorization and Action of the Administrative Agent ) or otherwise, or the assignment thereof in accordance with the requirements of the applicable Class A Program Support Agreement or Class B Program Support Agreement) of the principal amount of any portion of the Class A CP Tranche, Class A Reference Rate Tranche, Class B CP Tranche or Class B Reference Rate Tranche on a date other than a Payment Date;


(b)	any conversion or repayment or prepayment of the principal amount of any portion of the Class A CP Tranche or Class A Reference Rate Tranche in connection with any Class A Decrease pursuant to Sub-Clause 2.3(b) ( Procedure for Decreasing the Principal Amount – Expected Decrease ) on a date other than a Payment Date or an Alternative Payment Date;


(c)	any Class A Advance or Class B Advance not being made as part of the Class A CP Tranche, Class A Reference Rate Tranche, Class B CP Tranche or Class B Reference Rate Tranche after a request for such an Advance has been made in accordance with the terms contained herein;

(d)

any Class A Advance or Class B Advance not being continued as part of the Class A CP Tranche, Class A Reference Rate Tranche, Class B CP Tranche or Class B Reference Rate Tranche, or converted into a Class A Advance under the Class A Reference Rate Tranche or Class B Advance under the Class B Reference Rate Tranche, as applicable, after a request for such Class A Advance or Class B Advance, as applicable has been made in accordance with the terms contained herein; or


(e)	any failure of the Issuer to make a Class A Decrease or Class B Decrease after giving notice thereof pursuant to Sub-Clause 2.3(c) or Sub-Clause 2.3(d),

then, upon the written notice (which shall include calculations in reasonable detail) by any Affected Person to the related Funding Agent and the Issuer, which written notice shall be conclusive and binding on the Issuer (in the absence of manifest error), the Issuer shall pay to such Funding Agent on the next succeeding Payment Date and such Funding Agent shall pay directly to such Affected Person such amount as will (in the reasonable determination of such Affected Person) reimburse such Affected Person for such loss or expense; provided that , the maximum amount payable by the Issuer to any Affected Person in respect of any losses or expenses that result from any conversion, repayment or prepayment described in Sub-Clause (a) above shall be the amount the Issuer would be obligated to pay pursuant to Sub-Clause (a) above if such conversion, repayment or prepayment were scheduled to have been paid on the next succeeding Payment Date.


3.7	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 and/or the 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 the related Funding Agent and the Issuer, the Issuer shall pay to such Funding Agent and such Funding Agent 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 the Issuer; provided that , the initial payment of such increased commitment fee shall include a payment for accrued amounts due under this Sub-Clause 3.7 ( Increased Capital Costs ) prior to such initial payment.


3.8	Taxes


(a)	Payments Free of Tax . Any and all payments by the Issuer under this Agreement and the Issuer Notes shall be made free and clear of Tax and without deduction or withholding unless such deduction or withholding is a Requirement of Law.

(b)

Notification of Requirement for Tax Deduction . The Issuer shall promptly upon becoming aware that the Issuer must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Issuer Administrator and the Administrative Agent accordingly. Similarly, a Noteholder (or related Funding Agent on behalf of such Noteholder) shall notify the Issuer Administrator and Administrative Agent on becoming so aware in respect of a payment payable to that Noteholder.

(c)

Tax Gross-Up . Subject to Sub-Clause 3.8(d) ( Exemption from Tax Gross-Up ), if a Tax Deduction is required by law to be made by the Issuer, the amount of the payment due from the Issuer shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been made or required to be made. If the Issuer is required to make a Tax Deduction, the Issuer shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Issuer shall deliver to Noteholder entitled to the payment (or its agent)

evidence reasonably satisfactory to that Noteholder that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(d)

Exemption from Tax Gross-Up . The Issuer is not required to make an increased payment to a Noteholder under Sub-Clause 3.8(c) ( Tax Gross-Up ) above for a Tax Deduction, if on the date on which the payment falls due, the payment could have been made to the relevant Noteholder without a Tax Deduction if it was a Qualifying Noteholder, but on that date that Noteholder is not or has ceased to be a Qualifying Noteholder other than as a result of any change, after the date it became a Noteholder under this Agreement, in (or in the interpretation, administration, or application of) any law or any published practice or concession of any relevant Tax Authority.

(e)

Stamp Taxes . The Issuer shall pay and, within three (3) Business Days of demand indemnify each of the Noteholders against any present or future stamp, documentary and other similar Taxes, charges and levies that arise from any payment made under this Agreement or under an Issuer Note or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or an Issuer Note.


3.9	Carrying Charges; Survival

Any amounts payable by the Issuer under the Specified Cost Clauses shall constitute Carrying Charges. The agreements in the Specified Cost Clauses and in this Sub-Clause 3.9 ( Carrying Charges; Survival ) shall survive the termination of this Agreement and the Issuer Note Framework Agreement and the payment of all amounts payable hereunder and thereunder.


3.10	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 Clause, 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 the Issuer pursuant to such Specified Cost Clause.

(b)

In determining any amounts payable to it by the Issuer pursuant to any Specified Cost Clause, each Affected Person shall treat the Issuer 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 the Issuer is treated the same as, or better than, all such other similarly situated Persons with respect to such other similar transactions.


3.11	Timing Threshold for Specified Cost Clauses

Notwithstanding anything in this Agreement to the contrary, the Issuer shall not be under any obligation to compensate any Affected Person pursuant to any Specified Cost Clause in respect of any amount otherwise owing pursuant to any Specified Cost Clause 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 the Issuer pursuant to any Specified Cost Clause, 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 the Issuer hereunder in respect of such Change in Law.


4	ISSUER ACCOUNTS


4.1	Granting Section

[RESERVED]


4.2	Accounts


(a)	Establishment of Accounts

(i)

The Issuer has established and maintained, and shall continue to maintain in its own name and held with the Account Bank: the Issuer principal collection account (such account, the “ Issuer Principal Collection Account ”), the Issuer interest collection account (such account, the “ Issuer Interest Collection Account ”) and the Issuer reserve account (such account, the “ Issuer Reserve Account ”).


(ii)	On or prior to the date of any drawing under a Letter of Credit pursuant to Sub-Clause 5.5 ( Letters of Credit ) or Sub-Clause 5.7 ( Letters of Credit and L/C Collateral ), the Issuer shall establish and maintain the Issuer L/C cash collateral account (the “ Issuer L/C Cash Collateral Account ”).

(iii)

On or prior to the date on which any collateral is required to be posted by an Interest Rate Cap Provider in accordance with Sub-Clause 4.4 ( Interest Rate Caps ), the Issuer shall establish and maintain, the Issuer IR cap CSA collateral account (the “ IR Cap CSA Collateral Account ” and together with the Issuer Principal Collection Account, the Issuer Interest Collection Account, the Issuer Reserve Account and the Issuer L/C Cash Collateral Account, the “ Issuer Accounts ”).


(b)	Account Criteria


(i)	Pursuant to the International Account Bank Agreement, the Account Bank will acknowledge that each Account is subject to the Security created under the Issuer Security Documents.

(ii)

Each Issuer Account shall be an Eligible Account . If any Issuer Account is at any time no longer an Eligible Account, the Issuer shall, within ten (10) Business Days of an Authorized Officer of the Issuer obtaining actual knowledge that such Issuer Account is no longer an Eligible Account, establish a new Issuer Account for such non-qualifying Issuer Account that is an Eligible Account, and if a new Issuer Account is so established, the Issuer shall transfer all cash and investments from such non-qualifying Issuer Account into such new Issuer Account. Initially, each of the Issuer Accounts will be established with the Account Bank.


(c)	Administration of the Issuer Accounts


(i)	The Issuer may instruct (by standing instructions or otherwise) any institution maintaining any Issuer Accounts to invest funds on deposit in such Issuer Account from time to time in Permitted Investments and Permitted Investments shall be credited to the applicable Issuer Account; provided , however , that:


(A)	any such investment in the Issuer Reserve Account shall mature not later than the first Payment Date following the date on which such investment was made; and


(B)	any such investment in the Issuer Principal Collection Account, Issuer Interest Collection Account or the Issuer L/C Cash Collateral Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such investment was made.


(ii)	The Issuer shall not 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 Issuer Accounts shall remain uninvested.


(d)	Earnings from Issuer Accounts. With respect to each Issuer 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 Issuer Account shall be deemed to be on deposit therein and available for distribution unless previously distributed pursuant to the terms hereof.


(e)	Termination of Issuer Accounts


(i)	On or after the date on which the Issuer Notes are fully paid, the Issuer, shall withdraw from each Issuer Account (other than the Issuer L/C Cash Collateral Account) all remaining amounts on deposit therein and pay such amounts for its own account or as it may direct.


(ii)	Upon the termination of this Agreement in accordance with its terms, the Issuer, after the prior payment of all amounts due and owing to the Noteholders and payable from the Issuer L/C Cash Collateral Account as provided herein, shall withdraw from the Issuer L/C Cash Collateral Account all amounts on deposit therein and shall pay such amounts:

first , pro rata to the Letter of Credit Providers, to the extent that there are unreimbursed Disbursements due and owing to such Letter of Credit Providers, for application in accordance with the provisions of the respective Letters of Credit, and

second , any remaining amounts for its own account or as it may direct.


4.3	[RESERVED]


4.4	Interest Rate Caps


(a)	Requirement to Obtain Interest Rate Caps .

(i)

On or prior to the tenth day following the Closing Date, the Issuer shall acquire one or more Interest Rate Caps from Eligible Interest Rate Cap Providers with an aggregate notional amount at least equal to the Issuer Maximum Principal Amount as of such date. The Issuer shall acquire each Interest Rate Cap from an Eligible Interest Rate Cap Provider that satisfies the Initial Counterparty Required Ratings as of the date the Issuer acquires such Interest Rate Cap. The Interest Rate Caps shall provide, in the aggregate, that the aggregate notional amount of all Interest Rate Caps shall amortize such that the aggregate notional amount of all Interest Rate Caps, as of any date of determination, shall be equal to or greater than the product of (a) the Issuer Maximum Principal Amount as of the earlier of such date and the Expected Final Payment Date and (b) the percentage set forth on Schedule 3 corresponding to such date, and the Issuer shall maintain, and, if necessary, amend existing Interest Rate Caps (including in connection with a Class A Investor Group Maximum Principal Increase or Class B Investor Group Maximum Principal Increase or the addition of a Class A Additional Investor Group or Class B Additional Investor Group) or acquire one or more additional Interest Rate Caps, such that the Interest Rate Caps, in the aggregate, shall provide that the notional amount of all Interest Rate Caps shall amortize such that the aggregate notional amount of all

Interest Rate Caps, as of any date of determination, shall be equal to or greater than the product of (a) the Issuer Maximum Principal Amount as of the earlier of such date and the Expected Final Payment Date and (b) the percentage set forth on Schedule 3 corresponding to such date. The strike rate of each Interest Rate Cap shall not be greater than 2.0%.


(ii)	The Issuer shall acquire each Interest Rate Cap from an Eligible Interest Rate Cap Provider that satisfies the Initial Counterparty Required Ratings as of the date the Issuer acquires such Interest Rate Cap.

(b)

Failure to Remain an Eligible Interest Rate Cap Provider . Each Interest Rate Cap shall provide that, if at any time the Interest Rate Cap Provider (or if the present and future obligations of such Interest Rate Cap Provider are guaranteed pursuant to a guarantee (satisfying the other requirements set forth in such Interest Rate Cap), the related guarantor) with respect thereto is not an Eligible Interest Rate Cap Provider, then such Interest Rate Cap Provider will be required, at such Interest Rate Cap Provider’s expense, to obtain a replacement interest rate cap on the same terms as such Interest Rate Cap from an Eligible Interest Rate Cap Provider within the time period specified in the related Interest Rate Cap and, simultaneously with such replacement, the Issuer shall terminate the Interest Rate Cap being replaced or such Interest Rate Cap Provider shall obtain a guarantee from a replacement guarantor that satisfies the DBRS Trigger Required Ratings with respect to the present and future obligations of such Interest Rate Cap Provider under such Interest Rate Cap; provided that , no termination of the Interest Rate Cap shall occur until the Issuer has entered into a replacement Interest Rate Cap or obtained a guarantee pursuant to this Sub-Clause 4.4(b) ( Interest Rate Caps ).

(c)

Collateral Posting for Ineligible Interest Rate Cap Providers . Each Interest Rate Cap shall provide that, if the Interest Rate Cap Provider with respect thereto is required to obtain a replacement as described in Sub-Clause 4.4(b) ( Interest Rate Caps ) and such replacement is not obtained within the period specified in the Interest Rate Cap, then such Interest Rate Cap Provider must, until such replacement is obtained or such Interest Rate Cap Provider again becomes an Eligible Interest Rate Cap Provider, post and maintain collateral in order to meet its obligations under such Interest Rate Cap in an amount determined pursuant to the credit support annex entered into in connection with such Interest Rate Cap (a “ Credit Support Annex ”).

(d)

Interest Rate Cap Provider Replacement . Each Interest Rate Cap shall provide that, if the Issuer is unable to cause such Interest Rate Cap Provider to take any of the required actions described in Sub-Clauses 4.4(b) ( Failure to Remain an Eligible Interest Rate Cap Provider ) and (c) ( Collateral Posting for Ineligible Interest Rate Cap Providers ) after making commercially reasonable efforts, then the Issuer will, within twenty (20) Business Days of becoming aware that it is unable to cause such Interest Rate Cap Provider to take such actions, obtain a replacement Interest Rate Cap at the expense of the replaced Interest Rate Cap Provider or, if the replaced Interest Rate Cap Provider fails to make such payment, at the expense of the Issuer (in which event, such expense shall be considered as Carrying Charges and shall be paid from Issuer Interest Collections available pursuant to Sub-Clause 5.3 ( Application of Funds in the Issuer Interest Collection Account ) or, at the option of the Issuer, from any other source available to it).

(e)

Treatment of Collateral Posted . Each Noteholder by its acceptance of an Issuer Note hereby acknowledges and agrees, and directs the Issuer Security Trustee to acknowledge and agree, and the Issuer Security Trustee, at such direction, hereby acknowledges and agrees, that any collateral posted by an Interest Rate Cap Provider pursuant to Sub-Clauses (b) or (c) above (A) is collateral solely for the obligations of such Interest Rate Cap Provider under its Interest Rate Cap, (B) does not constitute collateral for the Issuer Notes ( provided that

in order to secure and provide for the payment of the Issuer Secured Obligations with respect to the Issuer Notes, the Issuer has pledged each Interest Rate Cap and its security interest in any collateral posted in connection therewith as collateral for the Issuer Notes), (C) will in no event be available to satisfy any obligations of the Issuer hereunder or otherwise unless and until such Interest Rate Cap Provider defaults in its obligations under its Interest Rate Cap and such collateral is applied in accordance with the terms of such Interest Rate Cap to satisfy such defaulted obligations of such Interest Rate Cap Provider, and (D) shall be held in a segregated account in accordance with the terms of the applicable Credit Support Annex.


(f)	Proceeds from Interest Rate Caps . The Issuer shall require all proceeds of each Interest Rate Cap (including amounts received in respect of the obligations of the related Interest Rate Cap Provider from a guarantor or from the application of collateral posted by such Interest Rate Cap Provider) to be paid to the Issuer Interest Collection Account.


4.5	[RESERVED]


4.6	[RESERVED]


4.7	[RESERVED]


4.8	[RESERVED]


5	PRIORITY OF PAYMENTS


5.1	[RESERVED]


5.2	Application of Funds in the Issuer Principal Collection Account

Subject to Past Due Rental Payments Priorities, (i) on any Business Day, the Issuer may apply, and (ii) on each Payment Date and each date identified by the Issuer for a Class A Decrease or Class B Decrease pursuant to Sub-Clause 2.3, the Issuer shall apply, all amounts then on deposit in the Issuer Principal Collection Account on such date (after giving effect to all deposits thereto pursuant to Sub-Clause 5.4 and 5.5) as follows (and in each case only to the extent of funds available in the Issuer Principal Collection Account on such date):


(a)	first , if such date is a Payment Date, then for deposit into the Issuer 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 Revolving Period, for deposit into the Issuer Reserve Account an amount equal to the Reserve Account Deficiency Amount, if any, for such date (calculated after giving effect to any withdrawals from the Issuer Reserve Account pursuant to Sub-Clause 5.4 and deposits to the Issuer Reserve Account on such date pursuant to Sub-Clause 5.3);

(c)

third , (i) first, to make a Class A Mandatory Decrease, if applicable on such day, in accordance with Sub-Clause 2.3(c), for payment of the related Class A Mandatory Decrease Amount on such date to the Class A Noteholders of each Investor Group, on a pro rata basis (based on the Class A Investor Group Principal Amount as of such date for each such Class A Investor Group) as payment of principal of the Class A Notes until the Class A Noteholders have been paid such amount in full and (ii) second, to make a Class B Mandatory Decrease, if applicable on such day, in accordance with Sub-Clause 2.3(c), for payment of the related Class B Mandatory Decrease Amount on such date to the Class B Noteholders of each Class B Investor Group, on a pro rata basis (based on the Class B Investor Group Principal Amount as of such date for each such Class B Investor Group)

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 Rapid Amortization Period, for payment on such date to (i) first, the Class A Noteholders of each Class A Investor Group, on a pro rata basis (based on the Class A Investor Group Principal Amount as of such date for each such Class A Investor Group) 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 of each Class B Investor Group, on a pro rata basis (based on the Class B Investor Group Principal Amount as of such date for each such Class B Investor Group) 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, 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 Sub-Clauses 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), 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 Sub-Clauses 5.3(a) through 5.3(k) below);

(f)

sixth , if such date is a Payment Date, 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 Carrying Charges (after giving effect to the payments in Sub-Clauses 5.3(a) through 5.3(l) 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 Carrying Charges (after giving effect to the payments in Sub-Clauses 5.3(a) through 5.3(l) below);

(g)

seventh , at the option of the Issuer, to make (i) first, a Class A Expected Decrease, if applicable on such day, for payment of the related Class A Expected Decrease Amount on such date (x) first, in the event that the Issuer has elected to prepay any Class A Terminated Purchaser’s Class A Investor Group, to such Class A Terminated Purchaser up to such Class A Terminated Purchaser’s Class A Investor Group Principal Amount as of such date and (y) second, any remaining portion of such Class A Expected Decrease Amount, to the Class A Noteholders of each Class A Investor Group on a pro rata basis (based on the Class A Investor Group Principal Amount as of such date for each such Class A Investor Group), 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, (ii) second, a Class A Voluntary Decrease, if applicable on such day, for payment of the related Class A Voluntary Decrease Amount on such date (x) first, in the event that the Issuer has elected to prepay any Class A Terminated Purchaser’s Class A Investor Group, to such Class A Terminated Purchaser up to such Class A Terminated Purchaser’s Class A Investor Group Principal Amount as of such date and (y) second, any remaining portion of such Class A Voluntary Decrease Amount, to the Class A Noteholders of each Class A Investor Group on a pro rata basis (based on the Class A Investor Group Principal Amount as of such date for each such Class A Investor Group), 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 (iii) third, a Class B Voluntary Decrease, if applicable on such day, for payment of the related Class B Voluntary Decrease Amount on such date (x) first, in the event that the Issuer has elected to prepay any Class B Terminated Purchaser’s Class B Investor Group, to such Class B Terminated Purchaser up to such Class B Terminated Purchaser’s Class B Investor Group Principal Amount as of such date and (y) second, any remaining portion of such Class B

Voluntary Decrease Amount, to the Class B Noteholders of each Class B Investor Group on a pro rata basis (based on the Class B Investor Group Principal Amount as of such date for each such Class B Investor Group), 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;


(h)	eighth [RESERVED]


(i)	ninth , to pay all principal amounts then due and payable in respect of the Subordinated Issuer Debt, on a pro-rata basis, until all amounts outstanding in respect of the Subordinated Issuer Debt have been paid in full; and


(j)	tenth , the balance, if any, shall be released to or at the direction of the Issuer, including for re-deposit to the Issuer Principal Collection Account, or, if ineligible for release to the Issuer, shall remain on deposit in the Issuer Principal Collection Account;

provided that , (i) the application of such funds pursuant to Sub-Clauses 5.2(a), (e), (f), and (j) 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 Sub-Clauses 5.2(a), (b), (e), (f) and (j) above may be made only to the extent that no Potential Amortization Event pursuant to Sub-Clause 7.1(u) with respect to the Issuer Notes exists as of such date or would occur as a result of such application.


5.3	Application of Funds in the Issuer Interest Collection Account

Subject to the Past Due Rental Payments Priorities, on each Payment Date, the Issuer shall apply all amounts then on deposit in the Issuer Interest Collection Account (after giving effect to all deposits thereto pursuant to Sub-Clauses 5.2, 5.4 and 5.5) on such day as follows (and in each case only to the extent of funds available in the Issuer Interest Collection Account):


(a)	first , to pay the Issuer Security Trustee the Capped Issuer Security Trustee Fee Amount with respect to such Payment Date;


(b)	second , to pay to the Issuer Administrator the Capped Issuer Administrator Fee Amount with respect to such Payment Date;


(c)	third , to pay the Persons to whom the Capped Issuer 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 Capped Issuer Operating Expense Amounts owing to such Persons on such Payment Date;


(d)	fourth , 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 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;


(e)	fifth , to pay the Administrative Agent the Administrative Agent Fee with respect to such Payment Date;

(f)

sixth , on any such Payment Date during the Revolving Period, other than on any such Payment Date on which a withdrawal has been made pursuant to Sub-Clause 5.4(a), for deposit to the Issuer Reserve Account in an amount equal to the Reserve Account Deficiency Amount, if any, for such date (calculated after giving effect to any withdrawals from the Issuer Reserve Account pursuant to Sub-Clause 5.4);


(g)	seventh , to pay to the Issuer Security Trustee the Excess Trustee Fee Amount with respect to such Payment Date;


(h)	eighth , to pay to the Issuer Administrator the Excess Administrator Fee Allocation Amount with respect to such Payment Date;


(i)	ninth , to pay the Persons to whom the Excess Issuer 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 Excess Issuer Operating Expense Amounts owing to such Persons on such Payment Date;


(j)	tenth , on any such Payment Date during the Rapid Amortization Period, for deposit into the Issuer Principal Collection Account any remaining amount;

(k)

eleventh , 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 Sub-Clauses 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), 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 Sub-Clauses 5.3(a) through 5.3(j) above);

(l)

twelfth , 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 Carrying Charges (after giving effect to the payments in Sub-Clauses 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), any remaining amounts owing on such Payment Date to such Class B Noteholders as Carrying Charges (after giving effect to the payments in Sub-Clauses 5.3(a) through 5.3(k) above);


(m)	thirteenth , to pay the holders of the Subordinated Issuer Debt, on a pro rata basis, any interest fees, costs, expenses or other amounts (excluding any principal) owing to such Persons on such Payment Date; and


(n)	fourteenth , for deposit into the Issuer Principal Collection Account any remaining amount.


5.4	Reserve Account Withdrawals

On each Payment Date, the Issuer shall apply all amounts then on deposit (without giving effect to any deposits thereto pursuant to Sub-Clause 5.2 and 5.3) in the Issuer Reserve Account as follows (and in each case only to the extent of funds available in the Issuer Reserve Account):

(a)

first , to the Issuer Interest Collection Account an amount equal to the excess, if any, of the Payment Date Interest Amount for such Payment Date over the Payment Date Available Interest Amount for such Payment Date (with respect to such Payment Date, the excess, if any, of such excess over the Available Reserve Account Amount on such Payment Date, the “ Reserve Account Interest Withdrawal Shortfall ”);

(b)

second , if the Principal Deficit Amount is greater than zero on such Payment Date, then to the Issuer Principal Collection Account an amount equal to such Principal Deficit Amount (with respect to such Payment Date, the excess, if any, of such Principal Deficit Amount over the Available Reserve Account Amount, in each case, on such Payment Date (after giving effect to the withdrawal therefrom pursuant to Sub-Clause 5.4(a) above on such Payment Date), the “ Reserve Account Principal Withdrawal Shortfall ”); and

(c)

third , if on the Legal Final Payment Date the amount to be distributed, if any, in accordance with Sub-Clause 5.2 (prior to giving effect to any withdrawals from the Issuer Reserve Account pursuant to this Sub-Clause) on such Legal Final Payment Date is insufficient to pay the Principal Amount in full on such Legal Final Payment Date, then to the Issuer Principal Collection Account, an amount equal to such insufficiency (with respect to the Legal Final Payment Date, the excess, if any, of such insufficiency over the Available Reserve Account Amount, in each case, on such Payment Date (after giving effect to each withdrawal therefrom pursuant to Sub-Clauses 5.4(a) and (b) above on such Legal Final Payment Date), the “ Reserve Account Legal Final Withdrawal Shortfall ”);

provided that , if no amounts are required to be applied pursuant to this Sub-Clause 5.4 ( Reserve Account Withdrawals ) on such date, then the Issuer shall have no obligation to make any payment from the Issuer Reserve Account on such date.


5.5	Letters of Credit

(a)

Interest Deficit and Lease Interest Payment Deficit Events – Draws on Letters of Credit. If the Issuer determines on any Payment Date that there exists a Reserve Account Interest Withdrawal Shortfall with respect to such Payment Date, then the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 ( Issuer’s Failure to Draw )), shall draw on the Letters of Credit an amount equal to the least of (i) such Reserve Account Interest Withdrawal Shortfall, (ii) the Letter of Credit Amount as of such Payment Date and (iii) the Lease Interest Payment Deficit for such Payment Date, by presenting to each Letter of Credit Provider a draft accompanied by a Certificate of Credit Demand on the Letters of Credit; provided that , if the Issuer L/C Cash Collateral Account has been established and funded, then the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 ( Issuer’s Failure to Draw )), shall withdraw from the Issuer L/C Cash Collateral Account and deposit into the Issuer Interest Collection Account an amount equal to the lesser of (1) the L/C Cash Collateral Percentage on such Payment Date of the least of the amounts described in paragraphs (i), (ii) and (iii) above and (2) the Available L/C Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Letters of Credit. The Issuer shall deposit, or cause the deposit of, the proceeds of any such draw on the Letters of Credit and the proceeds of any such withdrawal from the Issuer L/C Cash Collateral Account into the Issuer Interest Collection Account on such Payment Date.

(b)

Lease Principal Payment Deficit Events – Initial Draws on Letters of Credit . If the Issuer determines on the Legal Final Payment Date that there exists a Lease Principal Payment Deficit that exceeds the amount, if any, withdrawn from the Issuer Reserve Account pursuant to Sub-Clause 5.4(b) ( Reserve Account Withdrawals ), then the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 ( Issuer’s Failure to Draw )), shall draw on the Letters of Credit, if any, in an amount equal to the lesser of:


(i)	such excess;


(ii)	the Letter of Credit Amount (after giving effect to any drawings on the Letters of Credit on the Legal Final Payment Date pursuant to Sub-Clause 5.5(a)); and


(iii)	the excess, if any, of the Principal Amount over the amount to be deposited into the Issuer Principal Collection Account (other than as a result of this Sub-Clause 5.5(b) ( Letters of Credit )) for payment of principal of the Issuer Notes.

The Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 ( Issuer’s Failure to Draw )) shall, by 12:00 p.m. (London

time) on the Legal Final Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Letters of Credit by presenting to each Letter of Credit Provider a draft accompanied by a Certificate of Credit Demand; provided however , that if the Issuer L/C Cash Collateral Account has been established and funded, the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 ( Issuer’s Failure to Draw )), shall withdraw from the Issuer L/C Cash Collateral Account an amount equal to the lesser of (x) the L/C Cash Collateral Percentage on the Legal Final Payment Date of the amount described in paragraphs (i), (ii) and (iii) above and (y) the Available L/C Cash Collateral Account Amount on the Legal Final Payment Date (after giving effect to any withdrawals therefrom on such date pursuant to Sub-Clause 5.5(a)), and the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 ( Issuer’s Failure to Draw )), shall draw an amount equal to the remainder of such amount on the Letters of Credit. The Issuer or the Issuer Security Trustee, as applicable, shall deposit, or cause the deposit of, the proceeds of any such draw on the Letters of Credit and the proceeds of any such withdrawal from the Issuer L/C Cash Collateral Account into the Issuer Principal Collection Account on such Legal Final Payment Date.


(c)	Principal Deficit Amount – Draws on Letters of Credit . If the Issuer determines on:


(i)	any Payment Date that the Principal Deficit Amount (after giving effect to any draws on the Letters of Credit on such Payment Date pursuant to Sub-Clause 5.5(b) above) will be greater than zero; or


(ii)	the Legal Final Payment Date that the Principal Amount exceeds the amount to be deposited into the Issuer Principal Collection Account (other than as a result of this Sub-Clause 5.5(c)) on the Legal Final Payment Date for payment of principal of the Issuer Notes,

then the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 ( Issuer’s Failure to Draw )), shall, by 12:00 p.m. (London time) on such Payment Date draw on the Letters of Credit an amount equal to the lesser of:


(A)	on a Payment Date other than the Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Issuer Principal Collection Account in accordance with Sub-Clause 5.4(b) and Sub-Clause 5.5(b) above;


(B)	on the Legal Final Payment Date, the excess, if any, of the Principal Amount over the amount to be deposited into the Issuer Principal Collection Account, other pursuant to this Sub-Clause 5.5(c), on the Legal Final Payment Date for payment of principal of the Issuer Notes; and


(C)	the Letter of Credit Amount,

by presenting to each Letter of Credit Provider a draft accompanied by a Certificate of Credit Demand, provided however , that if the Issuer L/C Cash Collateral Account has been established and funded, the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 ( Issuer’s Failure to Draw )), shall withdraw from the Issuer L/C Cash Collateral Account an amount equal to the lesser of (x) the L/C Cash Collateral Percentage on such Payment Date of the amount described in sub-paragraphs (A), (B) and (C) above and (y) the Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Sub-Clause 5.5(a) and Sub-Clause 5.5(b)), and the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 ( Issuer’s Failure to Draw )), shall draw an amount equal to the remainder of such amount on the Letters of Credit. The Issuer shall deposit,

or cause the deposit of, the proceeds of any such draw on the Letters of Credit and the proceeds of any such withdrawal from the Issuer L/C Cash Collateral Account into the Issuer Principal Collection Account on such Payment Date.

(d)

Liquidation Event – Draws on Letters of Credit . Within one (1) Business Day of the occurrence of a Liquidation Event, the Issuer shall draw on the Letters of Credit, or if the Issuer fails to make such drawing, within one (1) Business Day of such failure, the Issuer Security Trustee (subject to Sub-Clause 5.10 ( Issuer’s Failure to Draw )) shall draw on the Letters of Credit, in each case, an amount equal to the lesser of (i) the excess of the Required Liquid Enhancement Amount over the Available L/C Cash Collateral Account Amount and (ii) the Letter of Credit Amount as of date, by presenting to each Letter of Credit Provider a draft accompanied by a Certificate of Credit Demand on the Letters of Credit. The Issuer shall deposit, or cause the deposit of, the proceeds of any such draw on the Letters of Credit and the proceeds of any such withdrawal from the Issuer L/C Cash Collateral Account into the Issuer Interest Collection Account on such date.

(e)

Draws on the Letters of Credit . If there is more than one Letter of Credit on the date of any draw on the Letters of Credit pursuant to the terms of this Agreement (other than pursuant to Sub-Clause 5.7(b)), then the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 ( Issuer’s Failure to Draw )), shall draw on each Letter of Credit an amount equal to the Pro Rata Share for such Letter of Credit of such draw on such Letter of Credit.


5.6	Past Due Rental Payments

On each Deposit Date, the Issuer shall withdraw from (a) first, the Issuer Interest Collection Account all amounts then on deposit representing Past Due Rent Payments and (b) second, to the extent the amounts withdrawn from the Issuer Interest Collection Account are not sufficient to satisfy the amount owed in respect of Past Due Rent Payments, the Issuer Principal Collection Account, and apply such amounts towards the Past Due Rent Payment in the following order:

(i)

if the occurrence of the related Lease Payment Deficit resulted in one or more L/C Credit Disbursements being made under any Letters of Credit, then pay to each Letter of Credit Provider who made such a L/C Credit Disbursement an amount equal to the lesser of (x) the unreimbursed amount of such Letter of Credit Provider’s L/C Credit Disbursement and (y) such Letter of Credit Provider’s pro rata portion, calculated on the basis of the unreimbursed amount of each such Letter of Credit Provider’s L/C Credit Disbursement, of the amount of the Past Due Rent Payment;

(ii)

if the occurrence of such Lease Payment Deficit resulted in a withdrawal being made from the Issuer L/C Cash Collateral Account, then deposit in the Issuer L/C Cash Collateral Account an amount equal to the lesser of (x) the amount of the Past Due Rent Payment remaining after any payments pursuant to paragraph (i) above and (y) the amount withdrawn from the Issuer L/C Cash Collateral Account on account of such Lease Payment Deficit;

(iii)

if the occurrence of such Lease Payment Deficit resulted in a withdrawal being made from the Issuer Reserve Account pursuant to Sub-Clause 5.4(a), then deposit in the Issuer Reserve Account an amount equal to the lesser of (x) the amount of the Past Due Rent Payment remaining after any payments pursuant to paragraphs (i) and (ii) above and (y) the Reserve Account Deficiency Amount, if any, as of such day; and


(iv)	any remainder to be deposited into the Issuer Principal Collection Account.


5.7	Letters of Credit and L/C Cash Collateral Account

(a)

Letter of Credit Expiration Date – Deficiencies . If as of the date that is sixteen (16) Business Days prior to the then scheduled Letter of Credit Expiration Date with respect to any Letter of Credit, excluding such Letter of Credit from each calculation in paragraphs (i) through (ii) immediately below but taking into account any substitute Letter of Credit that has been obtained from an Eligible Letter of Credit Provider and is in full force and effect on such date:


(i)	the Issuer Aggregate Asset Amount would be less than the Adjusted Asset Coverage Threshold Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Issuer Reserve Account and the Issuer L/C Cash Collateral Account on such date); or


(ii)	the Adjusted Liquid Enhancement Amount would be less than the Required Liquid Enhancement Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Issuer Reserve Account and the Issuer L/C Cash Collateral Account on such date),

then the Issuer shall notify the Issuer Security Trustee and the Administrative Agent in writing no later than fifteen (15) Business Days prior to such Letter of Credit Expiration Date of:


(A)	the greater of:


(1)	the excess, if any, of the Adjusted Asset Coverage Threshold Amount over the Issuer Aggregate Asset Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Issuer Reserve Account and the Issuer L/C Cash Collateral Account on such date); and


(2)	the excess, if any, of the Required Liquid Enhancement Amount over the Adjusted Liquid Enhancement Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Issuer Reserve Account and the Issuer L/C Cash Collateral Account on such date),

provided that the calculations in each of paragraph (A)(1) through (A)(2) above shall be made on such date, excluding from such calculation of each amount contained therein such Letter of Credit but taking into account each substitute Letter of Credit that has been obtained from an 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 Letter of Credit on such date.

Upon delivery of such notice to the Issuer Security Trustee and Administrative Agent, the Issuer shall draw the lesser of the amounts set forth in paragraphs (A) and (B) above on such Letter of Credit by presenting a draft accompanied by a Certificate of Termination Demand and shall cause the L/C Termination Disbursements to be deposited into the Issuer L/C Cash Collateral Account. If the Administrative Agent does not receive the notice from the Issuer described above on or prior to the date that is fifteen (15) Business Days prior to each Letter of Credit Expiration Date, then the Administrative Agent, by 12:00 p.m. (London time) on such Business Day, shall draw the full amount of such Letter of Credit by presenting a draft accompanied by a Certificate of Termination Demand and shall cause the L/C Termination Disbursements to be deposited into the applicable Issuer L/C Cash Collateral Account.


(b)	Letter of Credit Provider Downgrades . The Issuer shall notify the Issuer Security Trustee and the Administrative Agent in writing within one (1) Business Day of an Authorized

Officer of the Issuer obtaining actual knowledge that (i) the long-term debt credit rating of any 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 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 Letter of Credit Provider, a “ Downgrade Event ”). On the thirtieth (30th) day after the occurrence of any Downgrade Event with respect to any Letter of Credit Provider, the Issuer shall notify the Issuer Security Trustee and the Administrative Agent in writing on such date of (i) the greatest of (A) the excess, if any, of the Adjusted Asset Coverage Threshold Amount over the Issuer Aggregate Asset Amount and (B) the excess, if any, of the Required Liquid Enhancement Amount over the Adjusted Liquid Enhancement Amount, in each case as of such date and excluding from the calculation of each amount referenced in such sub-paragraphs such Letter of Credit but taking into account each substitute Letter of Credit that has been obtained from an 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 Letter of Credit on such date (the lesser of such (i) and (ii), the “ Downgrade Withdrawal Amount ”). The Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 ( Issuer’s Failure to Draw )), shall, by 12:00 p.m. (London time) within one Business Day of giving notice to the Issuer Security Trustee, draw on the Letters of Credit issued by such 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 Certificate of Termination Demand and shall cause the L/C Termination Disbursement to be deposited into the Issuer L/C Cash Collateral Account.

(c)

Reductions in Stated Amounts of the Letters of Credit . If the Administrative Agent receives a written notice from the Issuer Administrator, substantially in the form of Exhibit C hereto, requesting a reduction in the stated amount of any Letter of Credit, then the Administrative Agent shall within two (2) Business Days of the receipt of such notice deliver to the Letter of Credit Provider who issued such Letter of Credit a Notice of Reduction requesting a reduction in the stated amount of such 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 Letter of Credit, (i) the Adjusted Liquid Enhancement Amount will equal or exceed the Required Liquid Enhancement Amount, and (ii) no Aggregate Asset Amount Deficiency will exist immediately after giving effect to such reduction.


(d)	L/C Cash Collateral Account Surpluses and Reserve Account Surpluses .


(i)	On each Payment Date, the Issuer may withdraw from the Issuer Reserve Account an amount equal to the Issuer Reserve Account Surplus, if any for its own account or as it may direct.

(ii)

On each Payment Date on which there is an L/C Cash Collateral Account Surplus, the Issuer may, subject to the limitations set forth in this Sub-Clause 5.7(d), withdraw such amount from the Issuer L/C Cash Collateral Account and apply such amount in accordance with the terms of this Sub-Clause 5.7(d). The amount of any such withdrawal from the Issuer L/C Cash Collateral Account shall be limited to the lesser of (a) the Available L/C Cash Collateral Account Amount on such Payment Date and (b) the Issuer L/C Cash Collateral Account Surplus on such Payment Date. Any amounts withdrawn from the Issuer L/C Cash Collateral Account pursuant to this Sub-Clause 5.7(d) shall be paid:

first , to the Letter of Credit Providers, to the extent that there are unreimbursed Disbursements due and owing to such Letter of Credit Providers in respect of the

Letters of Credit, for application in accordance with the provisions of the respective Letters of Credit, and

second , to the Issuer any remaining amounts.


5.8	Payment by Wire Transfer

On each Payment Date, the Issuer shall cause the amounts (to the extent available) set forth in Sub-Clause 5.2, 5.3, 5.4 and 5.5, in each case if any and in accordance with such Sub-Clause, to be paid by wire transfer of immediately available funds no later than 4:30 p.m. (London time) for credit to the account designated by the party to which such amounts are payable ( provided that , such designating party shall designate such account at least three (3) Business Days prior to the relevant Payment Date).


5.9	Certain Instructions to the Issuer Security Trustee


(a)	If on any date the Principal Deficit Amount is greater than zero or the Issuer determines that there exists a Lease Principal Payment Deficit, then the Issuer shall promptly provide written notice thereof to the Administrative Agent and the Issuer Security Trustee.


(b)	On or before 10:00 a.m. (London time) on each Payment Date on which any Lease Payment Deficit Exists, the Issuer Administrator shall notify the Issuer Security Trustee of the amount of such Lease Payment Deficit, such notification to be in the form of Exhibit D hereto (each a “ Lease Payment Deficit Notice ”).


5.10	Issuer’s Failure to Draw

In the event the Issuer fails to draw on any Letter of Credit then the Issuer Security Trustee shall, following a written direction from the Administrative Agent (or, in the event there is not an Administrative Agent, from the Required Noteholders), draw on such Letter of Credit provided that the Issuer, upon request of the Issuer Security Trustee, the Administrative Agent or any Funding Agent, promptly provides the Issuer Security Trustee with all information necessary to allow the Issuer Security Trustee to draw on any such Letter of Credit (and it is acknowledged that the Issuer Security Trustee shall not be responsible for making any calculations or determinations in connection with the relevant drawing).


5.11	[RESERVED]


6	REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING CONDITIONS


6.1	Representations and Warranties

Each of the Issuer, the Issuer Administrator, each Conduit Investor and each Committed Note Purchaser hereby makes the representations and warranties applicable to it set forth in Annex 1 hereto.


6.2	Covenants

Each of the Issuer and the Issuer Administrator hereby agrees to perform and observe the covenants applicable to it set forth in Annex 2 hereto.


6.3	Closing Conditions

The effectiveness of this Agreement is subject to the satisfaction of the conditions precedent set forth in Annex 3 hereto.


6.4	[RESERVED]


6.5	[RESERVED]


7	AMORTIZATION EVENTS AND REMEDIES


7.1	Amortization Events

The occurrence of any of the following events during the Revolving Period shall constitute Amortization Events with respect to the Issuer Notes:


(a)	the Issuer defaults in the payment of any interest on, or other amount payable in respect of, the Issuer Notes when the same becomes due and payable and such default or failure continues for a period of three (3) consecutive Business Days;


(b)	either of a Liquid Enhancement Deficiency or a Letter of Credit/Cash Liquid Enhancement Deficiency shall exist and continue to exist for at least three (3) consecutive Business Days;


(c)	all principal of and interest on the Issuer Notes is not paid in full on or before the Expected Final Payment Date;


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

(e)

any of (i) a Leasing Company Amortization Event (other than a Leasing Company Amortization Event resulting from an Event of Bankruptcy with respect to any Lessee triggered pursuant to sub-clause (a) of the definition of Event of Bankruptcy) shall have occurred with respect to any FleetCo Note or the French Facility and continue for a period of three (3) consecutive Business Days or (ii) a Leasing Company Amortization Event resulting from an Event of Bankruptcy with respect to any Lessee triggered pursuant to sub-clause (a) of the definition of Event of Bankruptcy shall have occurred with respect to any FleetCo Note or the French Facility or (iii) a Leasing Company Amortization Event shall have occurred with respect to each FleetCo Note and the French Facility;


(f)	there shall have been filed against the Issuer a notice of any Security (other than a Permitted Security) that could reasonably be expected to attach to the assets of the Issuer and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Security having been released or discharged;

(g)

any of the Issuer Related Documents or any material portion thereof shall cease, 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 Issuer Related Documents) or Hertz, any Leasing Company, any Lessee or the Issuer shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Related Documents;


(h)	any Issuer Administrator Default shall have occurred;

(i)

the Issuer Account in which any Issuer Collections are on deposit as of such date or any Issuer Account (other than the Issuer Reserve Account and the Issuer L/C Cash Collateral Account) shall be subject to an injunction, estoppel or other stay or a Security (other than any Security described in paragraph (iii) of the definition of Permitted Security) and thirty (30) consecutive days shall have elapsed without such Security having been released or discharged;

(j)

(A) the Issuer Reserve Account shall be subject to any injunction, estoppel or other stay or a Security (other than any Permitted Security described in paragraph (iii) of the definition of Permitted Security) for a period of at least three (3) consecutive Business Days or (B) other than any Security described in paragraph (iii) of the definition of Permitted Security, the Issuer Security Trustee shall cease to have a valid and perfected first priority security interest in the Issuer Reserve Account Collateral (or any of the Issuer or any Affiliate thereof so asserts in writing) and, in each case, the Adjusted Liquid Enhancement Amount, excluding therefrom the Available Reserve Account Amount, would be less than the Required Liquid Enhancement Amount and such cessation shall not have resulted from a Permitted Security;

(k)

from and after the funding of the Issuer L/C Cash Collateral Account, (A) the Issuer L/C Cash Collateral Account shall be subject to any injunction, estoppel or other stay or a Security (other than any Security described in paragraph (iii) of the definition of Permitted Security) for a period of at least three (3) consecutive Business Days or (B) other than any Permitted Security, the Issuer Security Trustee shall cease to have a valid and perfected first priority security interest in the Issuer L/C Cash Collateral Account Collateral (or the Issuer or any Affiliate thereof so asserts in writing) and, in each case, the Adjusted Liquid Enhancement Amount, excluding therefrom the Available L/C Cash Collateral Account Amount, would be less than the Required Liquid Enhancement Amount;


(l)	a Change of Control shall have occurred;


(m)	the Issuer shall fail to acquire and maintain in force one or more Interest Rate Caps at the times and in at least the notional amounts required by the terms of Sub-Clause 4.4 and such failure continues for at least three (3) consecutive Business Days;


(n)	other than as a result of a Permitted Security, the Issuer Security Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Issuer Collateral (other than the Issuer Reserve Account Collateral, the Issuer L/C Cash Collateral Account Collateral or any Letter of Credit) or the Issuer or any Affiliate thereof so asserts in writing;


(o)	the occurrence of a Hertz Senior Credit Facility Default;

(p)

any of the Issuer or the Issuer Administrator fails to comply with any of its other agreements or covenants in the Issuer Notes or any Issuer Related Document (and, in the case of the Risk Retention Letter, the Retention Holder fails to comply with any of its covenants therein) and the failure to so comply materially and adversely affects the interests of the Noteholders and continues to materially and adversely affect the interests of the Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of the Issuer (in case of failure by the Issuer) or the Issuer Administrator (in case of failure by the Issuer Administrator) or the Retention Holder (in case of failure by the Retention Holder) 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 any of the Issuer or the Issuer Administrator or the Retention Holder (in each case, in respect of failure by itself only) by the Issuer Security Trustee or to any of the Issuer or the Issuer Administrator or the Retention Holder (in each case, in respect of failure by itself only) and the Issuer Security Trustee by the Administrative Agent;

(q)

(i) any representation made by the Issuer in any Issuer Related Document is false (and, in the case of the Risk Retention Letter, any representation made by the Retention Holder therein is false) or (ii) (A) any representation made by the Issuer Administrator herein or (B) any schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of the Issuer Administrator to any Funding Agent pursuant to paragraph 25 of Annex 2 hereto, in the case of either the preceding paragraph (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 paragraphs (i) or (ii), such falsity materially and adversely affects the interests of the 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 the Issuer or the Issuer Administrator or the Retention Holder, as the case may be, obtains actual knowledge thereof or (y) the date that written notice thereof is given to the Issuer or the Issuer Administrator or the Retention Holder, as the case may be, by the Issuer Security Trustee or to the Issuer or the Issuer Administrator or the Retention Holder, as the case may be, and to the Issuer Security Trustee by the Administrative Agent;

(r)

(I) any Servicer shall fail to comply with its obligations under any Liquidation Co-ordination Agreement and the failure to so comply materially and adversely affects the interests of the Noteholders and continues to materially and adversely affect the interests of the Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of the Issuer Administrator or the Issuer 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 the Issuer Administrator and the Issuer by the Issuer Security Trustee or to the Issuer Administrator, the Issuer and the Issuer Security Trustee by the Administrative Agent or (II) any Liquidation Co-ordination Agreement or any material portion thereof shall cease, for any reason, to be in full force and effect or enforceable (other than in accordance with its terms or otherwise as expressly permitted in such Liquidation Co-ordination Agreement) for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of the Issuer or the Issuer Administrator, as applicable, obtains actual knowledge thereof or (ii) the date on which written notice thereof shall have been given to the Issuer and the Issuer Administrator by the Issuer Security Trustee or to the Issuer, the Issuer Administrator and the Issuer Security Trustee by the Administrative Agent (unless such failure to be in full force and effect or failure to be enforceable is a result of a breach of such Liquidation Co-ordination Agreement or any portion thereof by the relevant Servicer, in which case such thirty (30) day grace period shall not apply);

(s)

(I) any FleetCo or any FleetCo Administrator shall fail to comply with its obligations under the applicable FleetCo Back-Up Administration Agreement and the failure to so comply materially and adversely affects the interests of the Noteholders and continues to materially and adversely affect the interests of the Noteholders for a period of thirty (30) days after the earlier of (i) the date on which an Authorized Officer of the relevant FleetCo Administrator or Issuer Administrator, as applicable, 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 such FleetCo and FleetCo Administrator by the FleetCo Security Trustee or to such FleetCo, FleetCo Administrator and the FleetCo Security Trustee by the Issuer or (II) any FleetCo Back-Up Administration Agreement or any material portion thereof shall cease, for any reason, to be in full force and effect or enforceable (other than in accordance with its terms or otherwise as expressly permitted in such FleetCo Back-Up Administration Agreement) for a period of thirty (30) days after the earlier of (i) the date on which an Authorized Officer of the relevant FleetCo or FleetCo Administrator, as applicable, obtains actual knowledge thereof or (ii) the date on which written notice thereof shall have been given to such FleetCo and FleetCo Administrator by the FleetCo Security Trustee or to such FleetCo, FleetCo Administrator and the FleetCo Security Trustee by the Issuer (unless such failure to be in full force and effect or failure to be enforceable is a result of a breach of the applicable FleetCo Back-Up Administration Agreement or any portion thereof by the relevant FleetCo or FleetCo Administrator, in which case such thirty (30) day grace period shall not apply);


(t)	a FleetCo Administrator fails to comply with any of its other agreements or covenants in any FleetCo Related Document or any representation made by a FleetCo Administrator in any FleetCo Related Document is false and the failure to so comply or such false

representation, as the case may be, materially and adversely affects the interests of the Noteholders and continues to materially and adversely affect the interests of the Noteholders for a period of thirty (30) days after the earlier of (i) the date on which an Authorized Officer of such FleetCo Administrator obtains actual knowledge thereof or (ii) the date on which written notice of such failure or such false representation, requiring the same to be remedied, shall have been given to (x) the relevant FleetCo Administrator by the FleetCo Security Trustee or to such FleetCo Administrator and the FleetCo Security Trustee by the Issuer or (y) to the Issuer Administrator by the FleetCo Security Trustee or to the Issuer Administrator and the FleetCo Security Trustee by the Administrative Agent;


(u)	on any Business Day, the Adjusted Principal Amount exceeds the Aggregate Leasing Company Principal Amount, and the Aggregate Leasing Company Principal Amount does not equal or exceed the Adjusted Principal Amount on or prior to the close of business on the next succeeding Business Day, in each case after giving effect to all increases and decreases on such date;


(v)	any FleetCo Administrator Default shall have occurred;


(w)	[RESERVED];

(x)

any of the FleetCo Related Documents or any material portion thereof relating to any of the FleetCo Notes or the FleetCo Collateral shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the FleetCo Related Documents), or Hertz, a Lessee or a FleetCo shall so assert in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation as a result of any waiver, supplement, modification, amendment or other action not prohibited by the FleetCo Related Documents or the Issuer Related Documents;


(y)	the occurrence of an Event of Bankruptcy with respect to the Issuer; or


(z)	the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that the Issuer is an “investment company” or is under the “control” of an “investment company” under the Investment Company Act.


7.2	Effects of Amortization Events


(a)	In the case of:


(i)	any event described in Sub-Clauses 7.1(a) through (e), Sub-Clause 7.1(u), Sub-Clause 7.1(y) and Sub-Clause 7.1(z), an Amortization Event with respect to the Issuer Notes will immediately occur without any notice or other action on the part of the Issuer Security Trustee or any Noteholder, and

(ii)

any event described in Sub-Clauses 7.1(f) through (t), Sub-Clause 7.1(v) and Sub-Clause 7.1(x), so long as such event is continuing, either the Issuer Security Trustee may, by written notice to the Issuer, or the Required Noteholders may, by written notice to the Issuer and the Issuer Security Trustee, declare that an Amortization Event with respect to the Issuer Notes has occurred as of the date of the notice.


(b)	(i) An Amortization Event with respect to the Issuer Notes described in Sub-Clauses 7.1(a) through (d) and Sub-Clause 7.1(e)(ii) above may be waived solely with the written consent of the Noteholders holding 100% of the Principal Amount.


(ii)	An Amortization Event with respect to the Issuer Notes described in Sub-Clause 7.1(p) (solely with respect to any agreement, covenant or provision in the Issuer

Notes or any other Issuer Related Document the amendment or modification of which requires the consent of Noteholders holding more than 66⅔% of the Principal Amount or that otherwise prohibits the Issuer from taking any action without the consent of Noteholders holding more than 66⅔% of the Principal Amount), Sub-Clause 7.1(r) (solely with respect to any agreement, covenant or provision in the related Liquidation Co-ordination Agreement the amendment or modification of which requires the consent of Noteholders holding more than 66⅔% of the Principal Amount or that otherwise prohibits the Issuer from taking any action without the consent of Noteholders holding more than 66⅔% of the Principal Amount) or Sub-Clause 7.1(u) may be waived solely with the written consent of the Noteholders holding 100% of the Principal Amount.

(iii)

An Amortization Event with respect to the Issuer Notes described in Sub-Clauses 7.1(f) through (o) and (q) and Sub-Clause 7.1(e)(i), Sub-Clause 7.1(e)(iii), Sub-Clause 7.1(p) (other than with respect to any agreement, covenant or provision in the Issuer Notes or any other Issuer Related Document the amendment or modification of which requires the consent of Noteholders holding more than 66⅔% of the Principal Amount or that otherwise prohibits the Issuer from taking any action without the consent of Noteholders holding more than 66⅔% of the Principal Amount), Sub-Clause 7.1(r) (other than with respect to any agreement, covenant or provision in the related Liquidation Co-ordination Agreement the amendment or modification of which requires the consent of Noteholders holding more than 66⅔% of the Principal Amount or that otherwise prohibits the Issuer from taking any action without the consent of Noteholders holding more than 66⅔% of the Principal Amount), Sub-Clause 7.1(s), Sub-Clause 7.1(t), Sub-Clause 7.1(v) or Sub-Clause 7.1(x) may be waived solely with the written consent of the Required Supermajority Noteholders.


(iv)	[RESERVED].


(v)	An Amortization Event with respect to the Issuer Notes described in Sub-Clauses 7.1(y) and 7.1(z) (and the consequences thereof) shall only be waived with the written consent of each Noteholder.

(vi)

If any existing Potential Amortization Event or Amortization Event (and, in any such case, any consequences thereof) is waived in accordance with this Agreement, then, subject to the terms of that waiver, such Potential Amortization Event shall cease to exist with respect to the Issuer Notes, and any Amortization Event arising therefrom shall be deemed to have been cured for every purpose of this Agreement and the Issuer Note Framework Agreement, but no such waiver shall extend to any subsequent or other Potential Amortization Event or Amortization Event or impair any right consequent thereon.

Notwithstanding anything herein to the contrary and for the avoidance of doubt, an Amortization Event with respect to the Issuer Notes described in any of Sub-Clause 7.1 (i), (j), (k), or (n) above shall be curable at any time.


7.3	Rights of the Issuer Security Trustee upon Amortization Event or Certain Other Events of Default

(a)

General and FleetCo Related Documents . If any Amortization Event shall have occurred and be continuing, then the Issuer Security Trustee, at the written direction of the Required Noteholders, subject to being indemnified and/or secured and/or prefunded to its satisfaction, shall exercise (and the Issuer agrees to exercise) from time to time any rights and remedies available to it on behalf of the Noteholders under applicable law or any FleetCo Related Documents, and all other rights, remedies, powers, privileges and claims of the Issuer relating

to the FleetCo Collateral against any party to any FleetCo Related Documents, including the right or power to take any action to compel performance or observance by any Leasing Company and to give any consent, request, notice, direction, approval, extension or waiver in respect of the FleetCo Related Documents.


(b)	Liquidation Event . If any Liquidation Event shall have occurred and be continuing, then the Issuer Security Trustee may or, at the direction of the Required Noteholders, shall, subject to being indemnified and/or secured and/or prefunded to its satisfaction, exercise from time to time any rights and remedies available to it as the result of such occurrence under the FleetCo Related Documents.

(c)

Failure of FleetCo Security Trustee, Leasing Companies or Lessees to Take Action . If, after the occurrence of any Liquidation Event the FleetCo Security Trustee or any Lessee fails to take action to accomplish any instructions given to it by the Issuer Security Trustee within five (5) Business Days of receipt thereof, then the Issuer Security Trustee may or, at the direction of the Required Noteholders, shall, subject to being indemnified and/or secured and/or prefunded to its satisfaction, take such action or such other appropriate action on behalf of the FleetCo Security Trustee or such Lessee. In the event that the Issuer Security Trustee determines to take action pursuant to the immediately preceding sentence, the Issuer Security Trustee may institute legal proceedings for the appointment of a receiver or receivers to take possession of some or all of the Eligible Vehicles pending the sale thereof, and the Issuer Security Trustee may institute legal proceedings for the appointment of a receiver or receivers pursuant to the powers of sale granted by the FleetCo Security Documents.


(d)	[Reserved]


(e)	Amortization Event


(i)	[Reserved]

(ii)

Any amounts relating to the Issuer Collateral or the Issuer Secured Obligations obtained by the Issuer Security Trustee on account of or as a result of the exercise by the Issuer Security Trustee of any rights or remedies specified in this Clause 7 ( Amortization Events and Remedies ) shall be held by the Issuer Security Trustee as additional collateral for the repayment of Issuer Secured Obligations and shall be applied as provided in Clause 5 ( Priority of Payments ).


7.4	Other Remedies

Subject to the terms and conditions of this Agreement, the Issuer Security Trust Deed and the Issuer Note Framework Agreement, if an Amortization Event occurs and is continuing, the Issuer Security Trustee may pursue any remedy available to it on behalf of the Noteholders under applicable law or in equity to collect the payment of principal of or interest on the Issuer Notes or to enforce the performance of any provision of such Issuer Notes, this Agreement or any other Issuer Related Document. All remedies are cumulative to the extent permitted by law.


7.5	Control by Required Noteholders

The Required Noteholders may direct the time, method and place of conducting any proceeding for any remedy available to the Issuer Security Trustee on behalf of the Noteholders or exercising any trust or power conferred on the Issuer Security Trustee. Subject to the provisions of the Issuer Security Trust Deed, the Issuer Security Trustee may, however, refuse to follow any direction that conflicts with law, this Agreement or the Issuer Note Framework Agreement, that the Issuer Security Trustee determines may be materially prejudicial to the rights of other Noteholders, or that may involve the Issuer Security Trustee in personal liability.


7.6	Right of Holders to Bring Suit

Subject to the provisions of Clause 21 ( Limited Recourse and Non-Petition ) of the Issuer Security Trust Deed, the right of any Noteholder to bring suit for the enforcement of any payment of principal of or interest on any Note, in each case, on or after the respective due dates therefor expressed in such Note, is absolute and unconditional and shall not be impaired or affected without the consent of such Noteholder.


7.7	Collection Suit by the Issuer Security Trustee

If any Amortization Event arising from the failure to make a payment in respect of the Issuer Notes occurs and is continuing, the Issuer Security Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal and interest remaining unpaid on the Issuer 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 Issuer Security Trustee, its agents and counsel.


7.8	The Issuer Security Trustee May File Proofs of Claim

The Issuer Security 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 Issuer Security Trustee (including any claim for the properly incurred compensation, expenses, disbursements and advances of the Issuer Security Trustee, its agents and counsel) and the Noteholders relating to the Issuer Collateral or the Issuer Secured Obligations allowed in any judicial proceedings relative to the Issuer (or any other obligor under the Issuer 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 Noteholder to make such payments to the Issuer Security Trustee and, in the event that the Issuer Security Trustee shall consent to the making of such payments directly to such Noteholders, to pay the Issuer Security Trustee any amount due to it for the properly incurred compensation, expenses, disbursements and advances of the Issuer Security Trustee, its agents and counsel. Nothing herein contained shall be deemed to authorize the Issuer Security Trustee to authorize or consent to or accept or adopt on behalf of any such Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Issuer Notes of any Noteholder or the rights of any such Noteholder thereof, or to authorize the Issuer Security Trustee to vote in respect of the claim of any such Noteholder in any such proceeding.


7.9	Priorities

If the Issuer Security Trustee collects any money pursuant to this Clause 7 ( Amortization Events and Remedies ), the Issuer Security Trustee shall pay out the money in accordance with the provisions of Clause 5 ( Priority of Payments ).


7.10	Rights and Remedies Cumulative

No right or remedy herein conferred upon or reserved to the Issuer Security Trustee or to the holders of Issuer 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 Agreement or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy under this Agreement, or otherwise, shall not prevent the concurrent assertion or employment of any other valid right or remedy.


7.11	Delay or Omission Not Waiver

No delay or omission of the Issuer Security Trustee or of any 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 Clause 7 ( Amortization Events and Remedies ) or by law to the Issuer Security Trustee or to each Noteholder may be exercised from time to time, and as often as may be deemed expedient, by the Issuer Security Trustee or such Noteholder, as the case may be. For the avoidance of doubt, this Sub-Clause 7.11 ( Delay or Omission Not Waiver ) shall be subject to and qualified in its entirety by the provisions of Sub-Clause 11.10 ( Amendments ) and paragraph 2 ( Amendments ) of Annex 2 ( Covenants ).


7.12	Reassignment of Surplus

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


8	[RESERVED]


9	TRANSFERS, REPLACEMENTS AND ASSIGNMENTS


9.1	Transfer of Issuer Notes


(a)	Other than in accordance with this Clause 9, the Issuer Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by the Noteholders.

(b)

Subject to the terms and restrictions set forth in the Issuer Note Framework Agreement and this Agreement (including, without limitation, Clause 9.3), the holder of any Class A Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, under a written instrument of transfer in form satisfactory to the Issuer and the Registrar and accompanied by a certificate substantially in the form of Exhibit E-1 hereto; provided that , if the holder of any Class A Note transfers, in whole or in part, its interest in any Class A Note pursuant to (i) a Class A Assignment and Assumption Agreement substantially in the form of Exhibit G-1 hereto or (ii) a Class A Investor Group Supplement substantially in the form of Exhibit H-1 hereto, then such Noteholder will not be required to submit a certificate substantially in the form of Exhibit E-1 hereto upon transfer of its interest in such Class A Note; provided further that , notwithstanding anything to the contrary contained in this Agreement, no Class A Note shall be transferrable to any Disqualified Party without the prior written consent of an Authorized Officer of the Issuer, which consent may be withheld for any reason in the Issuer’s sole and absolute discretion.

(c)

Subject to the terms and restrictions set forth in the Issuer Note Framework Agreement and this Agreement (including, without limitation, Clause 9.3), the holder of any Class B Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, under a written instrument of transfer in form satisfactory to the Issuer and the Registrar and accompanied by a certificate substantially in the form of Exhibit E-2 hereto; provided that , if the holder of any Class B Note transfers, in whole or in part, its interest in any Class B Note pursuant to (i) a Class B Assignment and Assumption Agreement substantially in the form of Exhibit G-2 hereto or (ii) a Class B Investor Group Supplement substantially in the form of Exhibit H-2 hereto, then such Noteholder will not be required to submit a certificate substantially in the form of Exhibit E-2 hereto upon transfer of its interest in such Class B Note; provided further that , notwithstanding anything to the contrary contained in this Agreement, no Class B Note shall be transferrable to any Disqualified Party without the prior written consent of an Authorized Officer of the Issuer, which consent may be withheld for any reason in the Issuer’s sole and absolute discretion.


(d)	Any transfer of an Issuer Note must be in compliance with the selling restrictions set out in Annex 4 ( Selling Restrictions ).


9.2	Replacement of Investor Group


(a)	Replacement of Class A Investor Group


(i)	Notwithstanding anything to the contrary contained herein or in any other Related Document, in the event that:


(A)	any Class A Affected Person shall request reimbursement for amounts owing pursuant to any Specified Cost Section,


(B)	a Class A Committed Note Purchaser shall become a Class A Defaulting Committed Note Purchaser, and such Class A Defaulting Committed Note Purchaser shall fail to pay any amounts in accordance with Sub-Clause 2.2(a)(vii) ( Funding Defaults ) within five (5) Business days after demand from the applicable Class A Funding Agent,


(C)	any Class A Committed Note Purchaser or Class A Conduit Investor shall (x) become a Non-Extending Purchaser or (y) deliver a Class A Delayed Funding Notice or a Class A Second Delayed Funding Notice,

(D)

as of any date of determination (A) the rolling average Class A CP Rate applicable to the Class A CP Tranche attributable to any Class A Conduit Investor for any three (3) month period is equal to or greater than the greater of (I) the Class A CP Rate applicable to such Class A CP Tranche attributable to such Class A Conduit Investor at the start of such period plus 0.50% and (II) the product of (x) the Class A CP Rate applicable to such Class A CP Tranche attributable to such Class A Conduit Investor at the start of such period and (y) 125%, (B) any portion of the Class A Investor Group Principal Amount with respect to such Class A Conduit Investor is being continued or maintained as a Class A CP Tranche as of such date and (C) the circumstance described in paragraph (A) does not apply to more than two Class A Conduit Investors as of such date, or

(E)

any Class A Committed Note Purchaser or Class A Conduit Investor fails to give its consent to any amendment, modification, termination or waiver of any Issuer Related Document (a “ Class A Action ”), by the date specified by the Issuer, for which (A) at least half of the percentage of the Class A Committed Note Purchasers and the Class A Conduit Investors required for such Class A Action have consented to such Class A Action, and (B) the percentage of the Class A Committed Note Purchasers and the Class A Conduit Investors required for such Class A Action have not consented to such Class A Action or provided written notice that they intend to consent (each, a “ Class A Non-Consenting Purchaser ”, and each such Class A Committed Note Purchaser or Class A Conduit Investor described in Sub-Clauses (A) through (E) of this Clause 9.2, a “ Class A Potential Terminated Purchaser ”),

the Issuer shall be permitted, upon no less than seven (7) days’ notice (the “ Class A Purchaser Termination Notice ”) to the Administrative Agent, each Class A Conduit Investor, each Class A Committed Note Purchaser and each Class A Funding Agent related to each Class A Conduit Investor and Class A Committed Note Purchaser including the Class A Potential Terminated Purchaser, to (x)(1) elect to terminate the Class A Commitment, if any, of such Class A Potential Terminated

Purchaser on the date specified in such Class A Purchaser Termination Notice, and (2) prepay on the date of such termination such Class A Potential Terminated Purchaser’s portion of the Class A Investor Group Principal Amount for such Class A Potential Terminated Purchaser’s Class A Investor Group and all accrued and unpaid interest thereon, if any, or (y) elect to cause such Class A Potential Terminated Purchaser to (and the Class A Potential Terminated Purchaser must) assign its Class A Commitment to a replacement purchaser who may be an existing Class A Conduit Investor, Class A Committed Note Purchaser, Class A Program Support Provider or other Class A Noteholder (each, a “C lass A Replacement Purchaser ” and, any such Class A Potential Terminated Purchaser with respect to which the Issuer has made any such election, a “ Class A Terminated Purchaser ”). In the case of a Class A Purchaser Termination Notice delivered in connection with any Class A Potential Terminated Purchaser who is a Class A Non-Consenting Purchaser pursuant to Sub-Clause 9.2(a)(i)(E), such Class A Purchaser Termination Notice shall specify each Class A Committed Note Purchaser and Class A Conduit Investor that is a Class A Potential Terminated Purchaser and shall provide that any Class A Committed Note Purchaser or Class A Conduit Investor that is not a Class A Potential Terminated Purchaser may notify the Issuer of its election to become a Class A Non-Consenting Purchaser and additional Class A Potential Terminated Purchaser (each, a “ Revoking Lender ”). The Issuer shall be permitted to make any election specified in clauses (x) or (y) of this final paragraph of Sub-Clause 9.2(a)(i) with respect to each Revoking Lender, upon which election by the Issuer each such Revoking Lender shall become an additional Class A Terminated Purchaser on the date specified in the Class A Purchaser Termination Notice delivered with respect to each Class A Potential Terminated Purchaser pursuant to the immediately preceding sentence. No Class A Purchaser Termination Notice shall be required to be delivered with respect to a Revoking Lender who becomes a Class A Potential Terminated Purchaser.

(ii)

The Issuer shall not make an election described in Sub-Clause 9.2(a) unless (i) no Amortization Event or Potential Amortization Event with respect to Class A Notes shall have occurred and be continuing at the time of such election (unless such Amortization Event or Potential Amortization Event would no longer be continuing after giving effect to such election), (ii) in respect of an election described in clause (y) of the final paragraph of Sub-Clause 9.2(a)(i) only, on or prior to the effectiveness of the applicable assignment, the Class A Terminated Purchaser shall have been paid its portion of the Class A Investor Group Principal Amount for such Class A Terminated Purchaser’s Class A Investor Group and all accrued and unpaid interest thereon, if any, by or on behalf of the Issuer or the related Class A Replacement Purchaser, (iii) in the event that the Class A Terminated Purchaser is a Non-Extending Purchaser, the Class A Replacement Purchaser, if any, shall have agreed to the applicable extension of the Commitment Termination Date and (iv) in the event that the Class A Terminated Purchaser is a Class A Non-Consenting Purchaser, the Class A Replacement Purchaser, if any, shall have consented to the applicable amendment, modification, termination or waiver. Each Class A Terminated Purchaser hereby agrees to take all actions reasonably necessary, at the expense of the Issuer, to permit a Class A Replacement Purchaser to succeed to its rights and obligations hereunder. Notwithstanding the foregoing, the consent of each then-current member of an existing Class A Investor Group (other than any Class A Terminated Purchaser in such Class A Investor Group) shall be required in order for a Class A Replacement Purchaser to join any such Class A Investor Group. Upon the effectiveness of any such assignment to a Class A Replacement Purchaser, (i) such Class A Replacement Purchaser shall become a “ Class A Committed Note Purchaser ” or “ Class A Conduit Investor ”, as applicable, hereunder for all purposes of this Agreement and the other Issuer Related Documents, (ii) such Class A Replacement Purchaser shall have a Class A Commitment and a Class A Committed Note Purchaser Percentage

in an amount not less than the Class A Terminated Purchaser’s Commitment and Class A Committed Note Purchaser Percentage assumed by it, (iii) the Class A Commitment of the Class A Terminated Purchaser shall be terminated in all respects and the Class A Committed Note Purchaser Percentage of such Class A Terminated Purchaser shall become zero and (iv) the Administrative Agent shall revise Schedule 2 hereto to reflect the foregoing paragraphs (i) through (iii).


(b)	Replacement of Class B Investor Group


(i)	Notwithstanding anything to the contrary contained herein or in any other Related Document, in the event that:


(A)	any Class B Affected Person shall request reimbursement for amounts owing pursuant to any Specified Cost Section,


(B)	a Class B Committed Note Purchaser shall become a Class B Defaulting Committed Note Purchaser, and such Class B Defaulting Committed Note Purchaser shall fail to pay any amounts in accordance with Sub-Clause 2.2(a)(vii) ( Funding Defaults ) within five (5) Business days after demand from the applicable Class B Funding Agent,


(C)	any Class B Committed Note Purchaser or Class B Conduit Investor shall (x) become a Non-Extending Purchaser or (y) deliver a Class B Delayed Funding Notice or a Class B Second Delayed Funding Notice,

(D)

as of any date of determination (A) the rolling average Class B CP Rate applicable to the Class B CP Tranche attributable to any Class B Conduit Investor for any three (3) month period is equal to or greater than the greater of (I) the Class B CP Rate applicable to such Class B CP Tranche attributable to such Class B Conduit Investor at the start of such period plus 0.50% and (II) the product of (x) the Class B CP Rate applicable to such Class B CP Tranche attributable to such Class B Conduit Investor at the start of such period and (y) 125%, (B) any portion of the Class B Investor Group Principal Amount with respect to such Class B Conduit Investor is being continued or maintained as a Class B CP Tranche as of such date and (C) the circumstance described in paragraph (A) does not apply to more than two Class B Conduit Investors as of such date, or

(E)

any Class B Committed Note Purchaser or Class B Conduit Investor fails to give its consent to any amendment, modification, termination or waiver of any Issuer Related Document (an “ Class B Action ”), by the date specified by the Issuer, for which (A) at least half of the percentage of the Class B Committed Note Purchasers and the Class B Conduit Investors required for such Class B Action have consented to such Class B Action, and (B) the percentage of the Class B Committed Note Purchasers and the Class B Conduit Investors required for such Class B Action have not consented to such Class B Action or provided written notice that they intend to consent (each, a “ Class B Non-Consenting Purchaser ”, and each such Class B Committed Note Purchaser or Class B Conduit Investor described in Sub-Clauses (A) through (E) of this Clause 9.2, a “ Class B Potential Terminated Purchaser ”),

the Issuer shall be permitted, upon no less than seven (7) days’ notice to the Administrative Agent, a Class B Potential Terminated Purchaser and its related Class B Funding Agent, to (x)(1) elect to terminate the Class B Commitment, if any, of such Class B Potential Terminated Purchaser on the date specified in such

termination notice, and (2) prepay on the date of such termination such Class B Potential Terminated Purchaser’s portion of the Class B Investor Group Principal Amount for such Class B Potential Terminated Purchaser’s Class B Investor Group and all accrued and unpaid interest thereon, if any, or (y) elect to cause such Class B Potential Terminated Purchaser to (and the Class B Potential Terminated Purchaser must) assign its Class B Commitment to a replacement purchaser who may be an existing Class B Conduit Investor, v Committed Note Purchaser, Class B Program Support Provider or other Class B Noteholder (each, a “ Class B Replacement Purchaser ” and, any such Class B Potential Terminated Purchaser with respect to which the Issuer has made any such election, a “ Class B Terminated Purchaser ”).

(ii)

The Issuer shall not make an election described in Sub-Clause 9.2(b) unless (i) no Amortization Event or Potential Amortization Event with respect to Class B Notes shall have occurred and be continuing at the time of such election (unless such Amortization Event or Potential Amortization Event would no longer be continuing after giving effect to such election), (ii) in respect of an election described in clause (y) of the final paragraph of Sub-Clause 9.2(b)(i) only, on or prior to the effectiveness of the applicable assignment, the Class B Terminated Purchaser shall have been paid its portion of the Class B Investor Group Principal Amount for such Class B Terminated Purchaser’s Class B Investor Group and all accrued and unpaid interest thereon, if any, by or on behalf of the Issuer or the related Class B Replacement Purchaser, (iii) in the event that the Class B Terminated Purchaser is a Non-Extending Purchaser, the Class B Replacement Purchaser, if any, shall have agreed to the applicable extension of the Commitment Termination Date and (iv) in the event that the Class B Terminated Purchaser is a Class B Non-Consenting Purchaser, the Class B Replacement Purchaser, if any, shall have consented to the applicable amendment, modification, termination or waiver. Each Class B Terminated Purchaser hereby agrees to take all actions reasonably necessary, at the expense of the Issuer, to permit a Class B Replacement Purchaser to succeed to its rights and obligations hereunder. Notwithstanding the foregoing, the consent of each then-current member of an existing Class B Investor Group (other than any Class B Terminated Purchaser in such Class B Investor Group) shall be required in order for a Class B Replacement Purchaser to join any such Class B Investor Group. Upon the effectiveness of any such assignment to a Class B Replacement Purchaser, (i) such Class B Replacement Purchaser shall become a “ Class B Committed Note Purchaser ” or “ Class B Conduit Investor ”, as applicable, hereunder for all purposes of this Agreement and the other Issuer Related Documents, (ii) such Class B Replacement Purchaser shall have a Class B Commitment and a Class B Committed Note Purchaser Percentage in an amount not less than the Class B Terminated Purchaser’s Commitment and Class B Committed Note Purchaser Percentage assumed by it, (iii) the Class B Commitment of the Class B Terminated Purchaser shall be terminated in all respects and the Class B Committed Note Purchaser Percentage of such Class B Terminated Purchaser shall become zero and (iv) the Administrative Agent shall revise Schedule 2 hereto to reflect the foregoing paragraphs (i) through (iii).


9.3	Assignments


(a)	Class A Assignments

(i)

Any Class A Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Agreement and the Class A Notes, with the prior written consent of the Issuer, which consent shall not be unreasonably withheld, to one or more financial institutions (a “ Class A Acquiring Committed Note Purchaser ”) pursuant to an assignment and assumption agreement, substantially in the form of Exhibit G-1 (the “ Class A Assignment and Assumption Agreement ”),

executed by such Class A Acquiring Committed Note Purchaser, such assigning Class A Committed Note Purchaser, the Class A Funding Agent with respect to such Class A Committed Note Purchaser and the Issuer and delivered to the Administrative Agent; provided that , the consent of the Issuer to any such assignment shall not be required (i) after the occurrence and during the continuance of an Amortization Event with respect to the Class A Notes or (ii) if such Class A Acquiring Committed Note Purchaser is an Affiliate of such assigning Class A Committed Note Purchaser; provided further , that the Issuer may withhold its consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to a potential Class A Acquiring Committed Note Purchaser that is a Disqualified Party. An assignment by a Class A Committed Note Purchaser that is part of a Class A Investor Group that includes a Class A Conduit Investor to a Class A Investor Group that does not include a Class A Conduit Investor may be made pursuant to this Sub-Clause 9.3(a); provided that , immediately prior to such assignment each Class A Conduit Investor that is part of the assigning Class A Investor Group shall be deemed to have assigned all of its rights and obligations in the Class A Notes (and its rights and obligations hereunder and under each other Issuer Related Document) in respect of such assigned interest to its related Class A Committed Note Purchaser pursuant to Sub-Clause 9.3(a)(vii). Notwithstanding anything to the contrary herein, any assignment by a Class A Committed Note Purchaser to a different Class A Investor Group that includes a Class A Conduit Investor shall be made pursuant to Sub-Clause 9.3(a)(iii), and not this Sub-Clause 9.3(a).

(ii)

Without limiting Sub-Clause 9.3(a), each Class A Conduit Investor may assign all or a portion of the Class A Investor Group Principal Amount with respect to such Class A Conduit Investor and its rights and obligations under this Agreement and each other Issuer Related Document to which it is a party (or otherwise to which it has rights) to a Class A Conduit Assignee with respect to such Class A Conduit Investor without the prior written consent of the Issuer. Upon such assignment by a Class A Conduit Investor to a Class A Conduit Assignee:


(A)	such Class A Conduit Assignee shall be the owner of the Class A Investor Group Principal Amount or such portion thereof with respect to such Class A Conduit Investor;


(B)	the related administrative or managing agent for such Class A Conduit Assignee will act as the Class A Funding Agent for such Class A Conduit Assignee hereunder, with all corresponding rights and powers, express or implied, granted to the Class A Funding Agent hereunder or under each other Issuer Related Document;

(C)

such Class A Conduit Assignee and its liquidity support provider(s) and credit support provider(s) and other related parties, in each case relating to the Class A Commercial Paper and/or the Class A Notes, shall have the benefit of all the rights and protections provided to such Class A Conduit Investor herein and in each other Issuer Related Document (including any limitation on recourse against such Class A Conduit Assignee as provided in this paragraph);


(D)	such Class A Conduit Assignee shall assume all of such Class A Conduit Investor’s obligations, if any, hereunder and under each other Issuer Related Document with respect to such portion of the Class A Investor Group Principal Amount and such Class A Conduit Investor shall be released from such obligations;


(E)	all distributions in respect of the Class A Investor Group Principal Amount or such portion thereof with respect to such Class A Conduit Investor shall be made to the applicable Class A Funding Agent on behalf of such Class A Conduit Assignee;

(F)

the definition of the term “Class A CP Rate” with respect to the portion of the Class A Investor Group Principal Amount with respect to such Class A Conduit Investor, as applicable funded with commercial paper issued by such Class A Conduit Assignee from time to time shall be determined in the manner set forth in the definition of “Class A CP Rate” applicable to such Class A Conduit Assignee on the basis of the interest rate or discount applicable to commercial paper issued by such Class A Conduit Assignee (rather than any other Class A Conduit Investor);


(G)	the defined terms and other terms and provisions of this Agreement and each other Issuer Related Documents shall be interpreted in accordance with the foregoing; and


(H)	if reasonably requested by the Class A Funding Agent with respect to such Class A Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as the Class A Funding Agent may reasonably request to evidence and give effect to the foregoing.

No assignment by any Class A Conduit Investor to a Class A Conduit Assignee of all or any portion of the Class A Investor Group Principal Amount with respect to such Class A Conduit Investor shall in any way diminish the obligation of the Class A Committed Note Purchasers in the same Class A Investor Group as such Class A Conduit Investor under Clause 2.2 to fund any Class A Advance not funded by such Class A Conduit Investor or such Class A Conduit Assignee.

(iii)

Any Class A Conduit Investor and the Class A Committed Note Purchaser with respect to such Class A Conduit Investor (or, with respect to any Class A Investor Group without a Class A Conduit Investor, the related Class A Committed Note Purchaser) at any time may sell all or any part of their respective (or, with respect to a Class A Investor Group without a Class A Conduit Investor, its) rights and obligations under this Agreement and the Class A Notes, with the prior written consent of the Issuer, which consent shall not be unreasonably withheld, to a Class A Investor Group with respect to which each acquiring Class A Conduit Investor is a multi-seller commercial paper conduit, whose commercial paper has ratings of at least “A-2” from S&P and “P2” from Moody’s and that includes one or more financial institutions providing support to such multi-seller commercial paper conduit (an “ Class A Acquiring Investor Group ”) pursuant to a transfer supplement, substantially in the form of Exhibit H (the “ Class A Investor Group Supplement ”), executed by such Class A Acquiring Investor Group, the Class A Funding Agent with respect to such Class A Acquiring Investor Group (including each Class A Conduit Investor (if any) and the Class A Committed Note Purchasers with respect to such Class A Investor Group), such assigning Class A Conduit Investor and the Class A Committed Note Purchasers with respect to such Class A Conduit Investor, the Class A Funding Agent with respect to such assigning Class A Conduit Investor and Class A Committed Note Purchasers and the Issuer and delivered to the Administrative Agent; provided that , the consent of the Issuer to any such assignment shall not be required (i) after the occurrence and during the continuance of an Amortization Event with respect to the Class A Notes or (ii) where the acquiring Class A Conduit Investor is an Affiliate of the assigning Class A Conduit Investor

(so long as such acquiring Class A Conduit Investor is a multi-seller commercial paper conduit, whose commercial paper has ratings of at least “A-2” from S&P and “P2” from Moody’s); provided further that the Issuer may withhold its consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to a potential Class A Acquiring Investor Group that (a) has ratings of at least “A-2” from S&P and “P2” from Moody’s, but does not have ratings of at least “A-1” from S&P or “P1” from Moody’s if such assignment will result in a material increase in the Issuer’s costs of financing with respect to the applicable Issuer Notes or (b) is a Disqualified Party.

(iv)

Any Class A Committed Note Purchaser 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 (“ Class A Participants ”) participations in its Class A Committed Note Purchaser Percentage of the Class A Maximum Investor Group Principal Amount with respect to it and the other Class A Committed Note Purchasers included in the related Class A Investor Group, its Class A Note and its rights hereunder (or, in each case, a portion thereof) pursuant to documentation in form and substance satisfactory to such Class A Committed Note Purchaser and the Class A Participant; provided , however , that (i) in the event of any such sale by a Class A Committed Note Purchaser to a Class A Participant, (A) such Class A Committed Note Purchaser’s obligations under this Agreement shall remain unchanged, (B) such Class A Committed Note Purchaser shall remain solely responsible for the performance thereof and (C) the Issuer and the Administrative Agent shall continue to deal solely and directly with such Class A Committed Note Purchaser in connection with its rights and obligations under this Agreement, (ii) no Class A Committed Note Purchaser shall sell any participating interest under which the Class A Participant shall have any right to approve, veto, consent, waive or otherwise influence any approval, consent or waiver of such Class A Committed Note Purchaser with respect to any amendment, consent or waiver with respect to this Agreement or any other Issuer Related Document, except to the extent that the approval of such amendment, consent or waiver otherwise would require the unanimous consent of all Class A Committed Note Purchasers hereunder, and (iii) no Class A Committed Note Purchaser shall sell any participating interest to any Disqualified Party. A Class A Participant shall have the right to receive reimbursement for amounts due pursuant to each Specified Cost Section but only to the extent that the related selling Class A Committed Note Purchaser would have had such right absent the sale of the related participation and, with respect to amounts due pursuant to Sub-Clause 3.8, only to the extent such Class A Participant shall have complied with the provisions of Sub-Clause 3.8 as if such Class A Participant were a Class A Committed Note Purchaser. Each such Class A Participant shall be deemed to have agreed to the provisions set forth in Sub-Clause 3.10 as if such Class A Participant were a Class A Committed Note Purchaser.

(v)

The Issuer authorizes each Class A Committed Note Purchaser to disclose to any Class A Participant or Class A Acquiring Committed Note Purchaser (each, a “ Class A Transferee ”) and any prospective Class A Transferee any and all financial information in such Class A Committed Note Purchaser’s possession concerning the Issuer, the Issuer Collateral, the Issuer Administrator and the Issuer Related Documents that has been delivered to such Class A Committed Note Purchaser by the Issuer in connection with such Class A Committed Note Purchaser’s credit evaluation of the Issuer, the Issuer Collateral and the Issuer Administrator. For the avoidance of doubt, no Class A Committed Note Purchaser may disclose any of the foregoing information to any Class A Transferee who is a Disqualified Party without the prior written consent of an Authorized Officer of the Issuer, which consent may be withheld for any reason in the Issuer’s sole and absolute discretion.

(vi)

Notwithstanding any other provision set forth in this Agreement, each Class A Conduit Investor or, if there is no Class A Conduit Investor with respect to any Class A Investor Group, the Class A Committed Note Purchaser with respect to such Class A Investor Group may at any time grant to one or more Class A Program Support Providers (or, in the case of a Class A Conduit Investor, to its related Class A Committed Note Purchaser) a participating interest in, security interest or lien on, or otherwise transfer and assign to one or more Class A Program Support Providers (or, in the case of a Class A Conduit Investor, to its related Class A Committed Note Purchaser), such Class A Conduit Investor’s or, if there is no Class A Conduit Investor with respect to any Class A Investor Group, the related Class A Committed Note Purchaser’s interests in the Class A Advances made hereunder and such Class A Program Support Provider (or such Class A Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Class A Conduit Investor or Class A Committed Note Purchaser, as applicable, under this Agreement.

(vii)

Notwithstanding any other provision set forth in this Agreement, each Class A Conduit Investor may at any time, without the consent of the Issuer, transfer and assign all or a portion of its rights in the Issuer Notes (and its rights hereunder and under other Issuer Related Documents) to its related Class A Committed Note Purchaser. Furthermore, each Class A Conduit Investor may at any time grant a security interest in or security on, all or any portion of its interests under this Agreement, its Class A Note and each other Issuer Related Document to (i) its related Class A Committed Note Purchaser, (ii) its Class A Funding Agent, (iii) any Class A Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including an insurance policy for such Class A Conduit Investor relating to the Class A Commercial Paper or the Issuer Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Class A Conduit Investors, including an insurance policy relating to the Class A Commercial Paper or the Class A Notes or (v) any security trustee or security agent for any of the foregoing; provided , however , any such security interest or lien shall be released upon assignment of its Note to its related Class A Committed Note Purchaser. Each Class A Committed Note Purchaser may assign its Class A Commitment, or all or any portion of its interest under its Class A Note, this Agreement and each other Issuer Related Document to any Person with the prior written consent of the Issuer, such consent not to be unreasonably withheld; provided that , the Issuer may withhold its consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to any Person that is a Disqualified Party. Notwithstanding any other provisions set forth in this Agreement, each Class A Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Class A Notes and the Issuer Related Document in favor of any Governmental Authority.


(b)	Class B Assignments

(i)

Any Class B Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Agreement and the Class B Notes, with the prior written consent of the Issuer, which consent shall not be unreasonably withheld, to one or more financial institutions (a “ Class B Acquiring Committed Note Purchaser ”) pursuant to an assignment and assumption agreement, substantially in the form of Exhibit G-2 (the “ Class B Assignment and Assumption Agreement ”), executed by such Class B Acquiring Committed Note Purchaser, such assigning Class B Committed Note Purchaser, the Class B Funding Agent with respect to such Class B Committed Note Purchaser and the Issuer and delivered to the Administrative Agent; provided that , the consent of the Issuer to any such assignment

shall not be required (i) after the occurrence and during the continuance of an Amortization Event with respect to the Class B Notes or (ii) if such Class B Acquiring Committed Note Purchaser is an Affiliate of such assigning Class B Committed Note Purchaser; provided further , that the Issuer may withhold its consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to a potential Class B Acquiring Committed Note Purchaser that is a Disqualified Party. An assignment by a Class B Committed Note Purchaser that is part of a Class B Investor Group that includes a Class B Conduit Investor to a Class B Investor Group that does not include a Class B Conduit Investor may be made pursuant to this Sub-Clause 9.3(a); provided that , immediately prior to such assignment each Class B Conduit Investor that is part of the assigning Class B Investor Group shall be deemed to have assigned all of its rights and obligations in the Class B Notes (and its rights and obligations hereunder and under each other Issuer Related Document) in respect of such assigned interest to its related Class B Committed Note Purchaser pursuant to Sub-Clause 9.3(a)(vii). Notwithstanding anything to the contrary herein, any assignment by a Class B Committed Note Purchaser to a different Class B Investor Group that includes a Class B Conduit Investor shall be made pursuant to Sub-Clause 9.3(a)(iii), and not this Sub-Clause 9.3(a).

(ii)

Without limiting Sub-Clause 9.3(a), each Class B Conduit Investor may assign all or a portion of the Class B Investor Group Principal Amount with respect to such Class B Conduit Investor and its rights and obligations under this Agreement and each other Issuer Related Document to which it is a party (or otherwise to which it has rights) to a Class B Conduit Assignee with respect to such Class B Conduit Investor without the prior written consent of the Issuer. Upon such assignment by a Class B Conduit Investor to a Class B Conduit Assignee:


(A)	such Class B Conduit Assignee shall be the owner of the Class B Investor Group Principal Amount or such portion thereof with respect to such Class B Conduit Investor;


(B)	the related administrative or managing agent for such Class B Conduit Assignee will act as the Class B Funding Agent for such Class B Conduit Assignee hereunder, with all corresponding rights and powers, express or implied, granted to the Class B Funding Agent hereunder or under each other Issuer Related Document;

(C)

such Class B Conduit Assignee and its liquidity support provider(s) and credit support provider(s) and other related parties, in each case relating to the Class B Commercial Paper and/or the Class B Notes, shall have the benefit of all the rights and protections provided to such Class B Conduit Investor herein and in each other Issuer Related Document (including any limitation on recourse against such Class B Conduit Assignee as provided in this paragraph);


(D)	such Class B Conduit Assignee shall assume all of such Class B Conduit Investor’s obligations, if any, hereunder and under each other Issuer Related Document with respect to such portion of the Class B Investor Group Principal Amount and such Class B Conduit Investor shall be released from such obligations;


(E)	all distributions in respect of the Class B Investor Group Principal Amount or such portion thereof with respect to such Class A Conduit Investor shall

be made to the applicable Class B Funding Agent on behalf of such Class B Conduit Assignee;

(F)

the definition of the term “Class B CP Rate” with respect to the portion of the Class B Investor Group Principal Amount with respect to such Class B Conduit Investor, as applicable funded with commercial paper issued by such Class B Conduit Assignee from time to time shall be determined in the manner set forth in the definition of “Class B CP Rate” applicable to such Class B Conduit Assignee on the basis of the interest rate or discount applicable to commercial paper issued by such Class B Conduit Assignee (rather than any other Class B Conduit Investor);


(G)	the defined terms and other terms and provisions of this Agreement and each other Issuer Related Documents shall be interpreted in accordance with the foregoing; and


(H)	if reasonably requested by the Class B Funding Agent with respect to such Class A Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as the Class B Funding Agent may reasonably request to evidence and give effect to the foregoing.

No assignment by any Class B Conduit Investor to a Class B Conduit Assignee of all or any portion of the Class B Investor Group Principal Amount with respect to such Class B Conduit Investor shall in any way diminish the obligation of the Class B Committed Note Purchasers in the same Class B Investor Group as such Class B Conduit Investor under Clause 2.2 to fund any Class B Advance not funded by such Class B Conduit Investor or such Class B Conduit Assignee.

(iii)

Any Class B Conduit Investor and the Class B Committed Note Purchaser with respect to such Class B Conduit Investor (or, with respect to any Class A Investor Group without a Class B Conduit Investor, the related Class B Committed Note Purchaser) at any time may sell all or any part of their respective (or, with respect to a Class B Investor Group without a Class B Conduit Investor, its) rights and obligations under this Agreement and the Class B Notes, with the prior written consent of the Issuer, which consent shall not be unreasonably withheld, to a Class B Investor Group with respect to which each acquiring Class B Conduit Investor is a multi-seller commercial paper conduit, whose commercial paper has ratings of at least “A-2” from S&P and “P2” from Moody’s and that includes one or more financial institutions providing support to such multi-seller commercial paper conduit (an “ Class B Acquiring Investor Group ”) pursuant to a transfer supplement, substantially in the form of Exhibit H (the “ Class B Investor Group Supplement ”), executed by such Class B Acquiring Investor Group, the Class B Funding Agent with respect to such Class B Acquiring Investor Group (including each Class B Conduit Investor (if any) and the Class B Committed Note Purchasers with respect to such Class B Investor Group), such assigning Class B Conduit Investor and the Class B Committed Note Purchasers with respect to such Class B Conduit Investor, the Class B Funding Agent with respect to such assigning Class B Conduit Investor and Class B Committed Note Purchasers and the Issuer and delivered to the Administrative Agent; provided that , the consent of the Issuer to any such assignment shall not be required after the occurrence and during the continuance of an Amortization Event with respect to the Class B Notes; provided further that the Issuer may withhold its consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to a potential Class B Acquiring Investor Group that (a) has ratings of at least “A-2” from S&P and “P2”

by Moody’s, but does not have ratings of at least “A-1” from S&P or “P1” by Moody’s if such assignment will result in a material increase in the Issuer’s costs of financing with respect to the applicable Issuer Notes or (b) is a Disqualified Party.

(iv)

Any Class B Committed Note Purchaser 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 (“ Class B Participants ”) participations in its Class B Committed Note Purchaser Percentage of the Class B Maximum Investor Group Principal Amount with respect to it and the other Class B Committed Note Purchasers included in the related Class B Investor Group, its Class B Note and its rights hereunder (or, in each case, a portion thereof) pursuant to documentation in form and substance satisfactory to such Class B Committed Note Purchaser and the Class B Participant; provided , however , that (i) in the event of any such sale by a Class B Committed Note Purchaser to a Class B Participant, (A) such Class B Committed Note Purchaser’s obligations under this Agreement shall remain unchanged, (B) such Class B Committed Note Purchaser shall remain solely responsible for the performance thereof and (C) the Issuer and the Administrative Agent shall continue to deal solely and directly with such Class B Committed Note Purchaser in connection with its rights and obligations under this Agreement, (ii) no Class B Committed Note Purchaser shall sell any participating interest under which the Class B Participant shall have any right to approve, veto, consent, waive or otherwise influence any approval, consent or waiver of such Class B Committed Note Purchaser with respect to any amendment, consent or waiver with respect to this Agreement or any other Issuer Related Document, except to the extent that the approval of such amendment, consent or waiver otherwise would require the unanimous consent of all Class B Committed Note Purchasers hereunder, and (iii) no Class B Committed Note Purchaser shall sell any participating interest to any Disqualified Party. A Class B Participant shall have the right to receive reimbursement for amounts due pursuant to each Specified Cost Section but only to the extent that the related selling Class B Committed Note Purchaser would have had such right absent the sale of the related participation and, with respect to amounts due pursuant to Sub-Clause 3.8, only to the extent such Class B Participant shall have complied with the provisions of Sub-Clause 3.8 as if such Class B Participant were a Class B Committed Note Purchaser. Each such Class B Participant shall be deemed to have agreed to the provisions set forth in Sub-Clause 3.10 as if such Class B Participant were a Class B Committed Note Purchaser.

(v)

The Issuer authorizes each Class B Committed Note Purchaser to disclose to any Class B Participant or Class B Acquiring Committed Note Purchaser (each, a “ Class B Transferee ”) and any prospective Class B Transferee any and all financial information in such Class B Committed Note Purchaser’s possession concerning the Issuer, the Issuer Collateral, the Issuer Administrator and the Issuer Related Documents that has been delivered to such Class B Committed Note Purchaser by the Issuer in connection with such Class B Committed Note Purchaser’s credit evaluation of the Issuer, the Issuer Collateral and the Issuer Administrator. For the avoidance of doubt, no Class B Committed Note Purchaser may disclose any of the foregoing information to any Class B Transferee who is a Disqualified Party without the prior written consent of an Authorized Officer of the Issuer, which consent may be withheld for any reason in the Issuer’s sole and absolute discretion.

(vi)

Notwithstanding any other provision set forth in this Agreement, each Class B Conduit Investor or, if there is no Class B Conduit Investor with respect to any Class B Investor Group, the Class B Committed Note Purchaser with respect to such Class B Investor Group may at any time grant to one or more Class B Program Support Providers (or, in the case of a Class B Conduit Investor, to its related Class B

Committed Note Purchaser) a participating interest in, security interest or lien on, or otherwise transfer and assign to one or more Class B Program Support Providers (or, in the case of a Class B Conduit Investor, to its related Class A Committed Note Purchaser), such Class B Conduit Investor’s or, if there is no Class B Conduit Investor with respect to any Class B Investor Group, the related Class B Committed Note Purchaser’s interests in the Class B Advances made hereunder and such Class B Program Support Provider (or such Class B Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Class B Conduit Investor or Class B Committed Note Purchaser, as applicable, under this Agreement.

(vii)

Notwithstanding any other provision set forth in this Agreement, each Class B Conduit Investor may at any time, without the consent of the Issuer, transfer and assign all or a portion of its rights in the Class B Notes (and its rights hereunder and under other Issuer Related Documents) to its related Class B Committed Note Purchaser. Furthermore, each Class B Conduit Investor may at any time grant a security interest in or security on, all or any portion of its interests under this Agreement, its Class B Note and each other Issuer Related Document to (i) its related Class B Committed Note Purchaser, (ii) its Class B Funding Agent, (iii) any Class B Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including an insurance policy for such Class B Conduit Investor relating to the Class B Commercial Paper or the Class B Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Class B Conduit Investors, including an insurance policy relating to the Class B Commercial Paper or the Class B Notes or (v) any security trustee or security agent for any of the foregoing; provided , however , any such security interest or lien shall be released upon assignment of its Class B Note to its related Class B Committed Note Purchaser. Each Class B Committed Note Purchaser may assign its Class B Commitment, or all or any portion of its interest under its Issuer Note, this Agreement and each other Issuer Related Document to any Person with the prior written consent of the Issuer, such consent not to be unreasonably withheld; provided that , the Issuer may withhold its consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to any Person that is a Disqualified Party. Notwithstanding any other provisions set forth in this Agreement, each Class B Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Class B Notes and the Issuer Related Document in favor of any other Governmental Authority.


10	THE ADMINISTRATIVE AGENT


10.1	Authorization and Action of the Administrative Agent

Each of the Class A Conduit Investors, the Class A Committed Note Purchasers and the Class A Funding Agents hereby designates and appoints Credit Agricole Corporate and Investment Bank as the Administrative Agent 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 Agreement together with such powers as are reasonably incidental thereto. Following the issuance of Class B Notes, any Class B Conduit Investors, Class B Committed Note Purchasers and Class B Funding Agents shall designate and appoint Credit Agricole Corporate and Investment Bank as the Administrative Agent hereunder and the Administrative Agent shall be authorized 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 Agreement 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 Conduit Investor, any

Committed Note Purchaser or any Funding Agent, and no implied covenants, functions, responsibilities, duties, obligations or Liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Conduit Investors, the Committed Note Purchasers and the Funding Agents and does not assume nor shall it be deemed to have assumed any obligation or relationship of trust or agency with or for the Issuer 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 Agreement or applicable law. The appointment and authority of the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of the Issuer Notes and all other amounts owed by the Issuer hereunder to the Class A Investor Groups and the Class B Investor Groups (the “ Aggregate Unpaids ”).


10.2	Delegation of Duties

The Administrative Agent may execute any of its duties under this Agreement 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.


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 Agreement (except for its, their or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to any Conduit Investor, any Committed Note Purchaser or any Funding Agent for any recitals, statements, representations or warranties made by the Issuer contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement for the due execution, legality, value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of the Issuer to perform its obligations hereunder, or for the satisfaction of any condition specified in Clause 2. The Administrative Agent shall not be under any obligation to any Conduit Investor, any Committed Note Purchaser or any Funding Agent to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Issuer. The Administrative Agent shall not be deemed to have knowledge of any Amortization Event, Potential Amortization Event or Liquidation Event unless the Administrative Agent has received notice from the Issuer, any Conduit Investor, any Committed Note Purchaser or any Funding Agent.


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 Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of any Conduit Investor, any Committed Note Purchaser or any Funding Agent as it deems appropriate or it shall first be indemnified to its satisfaction by any Conduit Investor, any Committed Note Purchaser or any Funding Agent, 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 Conduit Investors, the Committed Note Purchasers and the Funding Agents. To the extent any Conduit Investor, any Committed Note Purchaser or any Funding Agent is required to indemnify the Administrative Agent, such Conduit Investor, Committed Note Purchaser or Funding Agent shall be

entitled to be indemnified by the Issuer in an amount equal to the amount to be paid to the Administrative Agent. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the Required Noteholders and such request and any action taken or failure to act pursuant thereto shall be binding upon the Conduit Investors, the Committed Note Purchasers and the Funding Agents.


10.5	Non-Reliance on the Administrative Agent and Other Purchasers

Each of the Conduit Investors, the Committed Note Purchasers and the Funding Agents expressly acknowledges 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 the Issuer, shall be deemed to constitute any representation or warranty by the Administrative Agent. Each of the Conduit Investors, the Committed Note Purchasers and the Funding Agents represent and warrant 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 the Issuer and made its own decision to enter into this Agreement.


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, Issuer Notes and may otherwise make loans to, accept deposits from, and generally engage in any kind of business with the Issuer or any Affiliate of the Issuer as though the Administrative Agent were not the Administrative Agent hereunder.


10.7	Successor Administrative Agent

The Administrative Agent may, upon thirty (30) days’ notice to the Issuer and each of the Conduit Investors, the Committed Note Purchasers and the Funding Agents, and the Administrative Agent will, upon the direction of the Required Noteholders as of such date, resign as Administrative Agent. If the Administrative Agent shall resign, then the Investor Groups, during such 30 day period, shall appoint an Affiliate of a member of the Investor Groups as a successor agent. If for any reason no successor Administrative Agent is appointed by the Investor Groups during such 30 day period, then effective upon the expiration of such 30 day period, the Issuer for all purposes shall deal directly with the Funding Agents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of Sub-Clause 11.4 and this Clause 10 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 Agreement.


10.8	Authorization and Action of Funding Agents

Each Conduit Investor and each Committed Note Purchaser is hereby deemed to have designated and appointed the Funding Agent set forth next to such Conduit Investor’s name, or if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser’s name with respect to such Investor Group, on Schedule 2 hereto as the agent of such Person hereunder, and hereby authorizes such Funding Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Funding Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. Each Funding Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with the related Investor Group, and no implied covenants, functions, responsibilities, duties, obligations or Liabilities on the part of such Funding Agent shall be read into this Agreement or otherwise exist for such Funding Agent. In performing its functions and duties hereunder, each Funding Agent shall act solely as agent for the related Investor Group and does not assume nor shall it be deemed to have assumed any obligation or relationship of trust or agency with or for the Issuer or any of its successors or

assigns. Each Funding Agent shall not be required to take any action that exposes such Funding Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Funding Agent hereunder shall terminate upon the indefeasible payment in full of the Aggregate Unpaids.


10.9	Delegation of Duties

Each Funding Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Each Funding Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.


10.10	Exculpatory Provisions

Neither any Funding Agent nor any of their 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 Agreement (except for its, their or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to the related Investor Group for any recitals, statements, representations or warranties made by the Issuer contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of the Issuer to perform its obligations hereunder, or for the satisfaction of any condition specified in Clause 2. No Funding Agent shall be under any obligation to its related Investor Group to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Issuer. No Funding Agent shall be deemed to have knowledge of any Amortization Event, Potential Amortization Event or Liquidation Event, unless such Funding Agent has received notice from the Issuer (or any agent or designee thereof) or its related Investor Group.


10.11	Reliance

Each Funding 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 the Administrative Agent and legal counsel, independent accountants and other experts selected by such Funding Agent. Each Funding Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of the related Investor Group as it deems appropriate or it shall first be indemnified to its satisfaction by the related Investor Group, provided that , unless and until such Funding Agent shall have received such advice, such Funding Agent may take or refrain from taking any action, as such Funding Agent shall deem advisable and in the best interests of the related Investor Group. Each Funding Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the related Investor Group and such request and any action taken or failure to act pursuant thereto shall be binding upon its related Investor Group.


10.12	Non-Reliance on the Funding Agent and Other Purchasers

Each Investor Group expressly acknowledges that neither its related Funding 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 such Funding Agent hereafter taken, including any review of the affairs of the Issuer, shall be deemed to constitute any representation or warranty by such Funding Agent. Each Investor Group represents and warrants to its related Funding Agent that it has and will, independently and without reliance upon such Funding Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the

business, operations, property, prospects, financial and other conditions and creditworthiness of the Issuer and made its own decision to enter into this Agreement.


10.13	The Funding Agent in its Individual Capacity

Each Funding Agent and any of its Affiliates may purchase, hold and transfer, as the case may be, the Issuer Notes and may otherwise make loans to, accept deposits from, and generally engage in any kind of business with the Issuer or any Affiliate of the Issuer as though such Funding Agent were not a Funding Agent hereunder.


10.14	Successor Funding Agent

Each Funding Agent will, upon the direction of its related Investor Group, resign as such Funding Agent. If such Funding Agent shall resign, then the related Investor Group shall appoint an Affiliate of a member of its related Investor Group as a successor agent. If for any reason no successor Funding Agent is appointed by the related Investor Group, then effective upon the resignation of such Funding Agent, the Issuer for all purposes shall deal directly with such Investor Group. After any retiring Funding Agent’s resignation hereunder as Funding Agent, subject to the limitations set forth herein, the provisions of Sub-Clause 11.4 and this Clause 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Funding Agent under this Agreement.


10.15	Resignation of the Administrative Agent


(a)	The Administrative Agent may resign and appoint one of its Affiliates as successor by giving notice to the Funding Agents and the Issuer.


(b)	Alternatively the Administrative Agent may resign by giving thirty (30) days’ notice to the Funding Agents and the Issuer, in which case the Required Supermajority Noteholders (after consultation with the Issuer) may appoint a successor Administrative Agent.


(c)	If the Required Supermajority Noteholders have not appointed a successor Administrative Agent in accordance with paragraph (b) above within twenty (20) days after notice of resignation was given, the retiring Administrative Agent (after consultation with the Issuer) may appoint a successor Administrative Agent.


(d)	The retiring Administrative Agent shall, at its own cost, make available to the successor Administrative Agent such documents and records and provide such assistance as the successor Administrative Agent may reasonably request for the purposes of performing its functions as Administrative Agent under the Related Documents.


(e)	The Administrative Agent’s resignation notice shall only take effect upon the appointment of a successor.


11	GENERAL


11.1	Optional Repurchase of the Issuer Notes


(a)	Optional Repurchase of the Class A Notes

The Class A Notes shall be subject to repurchase (in whole) by the Issuer at its option, upon three (3) Business Days’ prior written notice to the Issuer Security Trustee at any time. The repurchase price for any Class A Note (in each case, the “ Class A Note Repurchase Amount ”) shall equal the sum of:


(i)	the Class A Principal Amount of such Class A Notes (determined after giving effect to any payments of principal and interest on the Payment Date immediately preceding the date of purchase pursuant to this Sub-Clause 11.1); plus

(ii)

all accrued and unpaid interest on the Class A Notes through such date of repurchase under this Sub-Clause 11.1) (and, with respect to the portion of such principal balance that was funded with Class A Commercial Paper issued at a discount, all accrued and unpaid discount on such Class A Commercial Paper from the issuance date(s) thereof to the date of repurchase under this Sub-Clause 11.1 and the aggregate discount to accrue on such Class A Commercial Paper from the date of repurchase under this Sub-Clause 11.1 to the next succeeding Payment Date); plus


(iii)	all associated breakage costs payable as a result of such repurchase (calculated in accordance with Sub-Clause 3.6); plus


(iv)	any other amounts then due and payable to the holders of such Class A Notes pursuant hereto.


(b)	Optional Repurchase of the Class B Notes

The Class B Notes shall be subject to repurchase (in whole) by the Issuer at its option, upon three (3) Business Days’ prior written notice to the Issuer Security Trustee at any time. The repurchase price for any Class B Note (in each case, the “ Class B Note Repurchase Amount ”) shall equal the sum of:


(i)	the Class B Principal Amount of such Class B Notes (determined after giving effect to any payments of principal and interest on the Payment Date immediately preceding the date of purchase pursuant to this Sub-Clause 11.1); plus

(ii)

all accrued and unpaid interest on the Class B Notes through such date of repurchase under this Sub-Clause 11.1) (and, with respect to the portion of such principal balance that was funded with Class B Commercial Paper issued at a discount, all accrued and unpaid discount on such Class B Commercial Paper from the issuance date(s) thereof to the date of repurchase under this Sub-Clause 11.1 and the aggregate discount to accrue on such Class B Commercial Paper from the date of repurchase under this Sub-Clause 11.1 to the next succeeding Payment Date); plus


(iii)	all associated breakage costs payable as a result of such repurchase (calculated in accordance with Sub-Clause 3.6); plus


(iv)	any other amounts then due and payable to the holders of such Class B Notes pursuant hereto.


11.2	Information

(a)

On or before the fourth Business Day prior to each Payment Date (unless otherwise agreed to by the Issuer Security Trustee), the Issuer shall furnish to the Administrative Agent and the Issuer Security Trustee a Monthly Noteholders’ Statement with respect to the Issuer Notes, in a Microsoft Excel electronic file (or similar electronic file) setting forth the following information ( provided that the Issuer can provide, in its sole discretion, information in the Monthly Noteholders’ Statement additional to the following information; provided further , that the Issuer can, in its sole discretion, change the form of such Monthly Noteholders’ Statement so long as (i) the Issuer uses commercially reasonable efforts to provide the Administrative Agent and the Issuer Security Trustee with notice thereof one month prior to such change and (ii) the information therein is substantively similar to the following information; provided further , that any such information related solely to the

Class B Notes shall not be required to be provided in such Monthly Noteholders’ Statement unless and until the Class B Notes are issued pursuant to Sub-Clause 2.1(a)(ii)):


•	Accrued Amounts


•	Adjusted Asset Coverage Threshold Amount


•	Adjusted Principal Amount


•	Aggregate Asset Amount Deficiency


•	Aggregate Leasing Company Principal Amount


•	Alternative Payment Date


•	Asset Coverage Threshold Amount


•	Available Headroom Amount


•	Available L/C Cash Collateral Account Amount


•	Available Reserve Account Amount


•	Capped Issuer Administrator Fee Amount


•	Capped Issuer Operating Expense Amount


•	Capped Issuer Security Trustee Fee Amount


•	Class A Adjusted Principal Amount


•	Class A Asset Coverage Threshold Amount


•	Class A Concentration Adjusted Advance Rate


•	Class A Concentration Excess Advance Rate Adjustment


•	Class A Monthly Interest Amount


•	Class A Principal Amount


•	Class B Asset Coverage Threshold Amount


•	Class B Concentration Adjusted Advance Rate


•	Class B Concentration Excess Advance Rate Adjustment


•	Class B Monthly Interest Amount


•	Class B Principal Amount


•	Concentration Excess Amount


•	Determination Date


•	Due and Unpaid Lease Payment Amount


•	Dutch Class A Adjusted Advance Rate


•	Dutch Class B Adjusted Advance Rate


•	Eligible Investment Grade Non-Program Vehicle Amount


•	Eligible Investment Grade Program Receivable Amount


•	Eligible Investment Grade Program Vehicle Amount


•	Eligible Non-Investment Grade (High) Program Receivable Amount


•	Eligible Non-Investment Grade (Low) Program Receivable Amount


•	Eligible Non-Investment Grade Non-Program Vehicle Amount


•	Eligible Non-Investment Grade Program Vehicle Amount


•	Excess Administrator Fee Allocation Amount


•	Excess Issuer Operating Expense Amount


•	Excess Trustee Fee Amount


•	Failure Percentage


•	FleetCo Aggregate Asset Amount


•	FleetCo Class A Blended Advance Rate


•	FleetCo Class B Blended Advance Rate


•	FleetCo Carrying Charges


•	FleetCo Collections


•	FleetCo Due and Unpaid Lease Payment Amount


•	FleetCo Interest Collections


•	FleetCo Principal Collections


•	French Class A Adjusted Advance Rate


•	French Class B Adjusted Advance Rate


•	German Class A Adjusted Advance Rate


•	German Class B Adjusted Advance Rate


•	Interest Period


•	Issuer Administrator Fee Amount


•	Issuer Aggregate Asset Amount


•	Issuer Class A Blended Advance Rate


•	Issuer Class B Blended Advance Rate


•	Issuer Collections


•	Issuer Interest Collections


•	Issuer Principal Collections


•	Issuer Security Trustee Fee Amount


•	Letter of Credit Amount


•	Letter of Credit Provider


•	Letter of Credit Provider credit rating


•	Letter of Credit/Cash Liquid Enhancement Amount


•	Liquid Enhancement Amount


•	Manufacturer Concentration Excess Amount


•	Market Value Average


•	Class A MTM/DT Advance Rate Adjustment


•	Class B MTM/DT Advance Rate Adjustment


•	Non-Investment Grade (High) Program Receivable Concentration Excess Amount


•	Non-Program Fleet Market Value


•	Non-Program Vehicle Disposition Proceeds Percentage Average


•	Payment Date


•	Principal Amount


•	Principal Collection Account Amount


•	Rapid Amortization Period


•	Remainder AAA Amount


•	Required Letter of Credit/Cash Liquid Enhancement Amount


•	Required Liquid Enhancement Amount


•	Required Reserve Account Amount


•	Reserve Account Deficiency Amount


•	Spanish Class A Adjusted Advance Rate


•	Spanish Class B Adjusted Advance Rate


(b)	The Administrative Agent shall provide to the Noteholders, or their designated agent, copies of each Monthly Noteholders’ Statement.


11.3	Confidentiality

Each Committed Note Purchaser, each Conduit Investor, each Funding Agent and the Administrative Agent agrees that it shall not disclose any Confidential Information to any Person without the prior written consent of the Issuer, which such consent must be evident in writing signed by an Authorized Officer of the Issuer, other than (a) to their Affiliates and their officers, directors, employees, agents and advisors (including legal counsel and accountants) and to actual or prospective assignees and participants, and then only on a confidential basis and excluding any Affiliate, its officers, directors, employees, agents and advisors (including legal counsel and accountants), any prospective assignee and any participant, in each case that is a Disqualified Party, (b) as required by a court or administrative order or decree, or required by any governmental or regulatory authority or self-regulatory organization or required by any statute, law, rule or regulation or judicial process (including any subpoena or similar legal process), (c) to any rating agency providing a rating for the promissory notes of each holder of notes issued by such holder in the commercial paper market and allocated to the funding of advances in respect of the Issuer Notes or any other nationally-recognized rating agency that required access to information to effect compliance with any disclosure obligations under the applicable laws or regulations, (d) in the course of litigation with the Issuer, the Issuer Administrator or Hertz, (e) any Noteholder, any Committed Note Purchaser, any Conduit Investor, any Funding Agent or the Administrative Agent, (f) any Person acting as a placement agent or dealer

with respect to any commercial paper ( provided that any Confidential Information provided to any such placement agent or dealer does not reveal the identity of the Issuer or any of its Affiliates), (g) on a confidential basis, to any provider of credit enhancement or liquidity to any Conduit Investor, or (h) to any Person to the extent such Committed Note Purchaser, Conduit Investor, Funding Agent or the Administrative Agent reasonably determines such disclosure is necessary in connection with the enforcement or for the defense of the rights and remedies under the Issuer Notes or the Issuer Related Documents.


11.4	Payment of Costs and Expenses; Indemnification

(a)

Payment of Costs and Expenses . Upon written demand from the Administrative Agent, any Funding Agent, any Conduit Investor or any Committed Note Purchaser, the Issuer agrees to pay on the Payment Date immediately following the Issuer’s receipt of such written demand all reasonable expenses of the Administrative Agent, such Funding Agent, such Conduit Investor and/or such Committed Note Purchaser, as applicable (including the reasonable fees and out-of-pocket expenses of counsel to each Conduit Investor and each Committed Note Purchaser, if any, as well as the fees and expenses of the rating agencies providing a rating in respect of any Commercial Paper) in connection with:

(i)

the negotiation, preparation, execution, delivery and administration of this Agreement and of each other Issuer Related Document, including schedules and exhibits, and any liquidity, credit enhancement or insurance documents of a Program Support Provider with respect to a Conduit Investor relating to the Issuer Notes and any amendments, waivers, consents, supplements or other modifications to this Agreement and each other Issuer Related Document, as may from time to time hereafter be proposed, whether or not the transactions contemplated hereby or thereby are consummated; and


(ii)	the consummation of the transactions contemplated by this Agreement and each other Issuer Related Document.

Upon written demand, the Issuer further agrees to pay on the Payment Date immediately following such written demand, and to save the Administrative Agent, each Funding Agent, each Conduit Investor and each Committed Note Purchaser harmless from all liability for (i) any breach by the Issuer of its obligations under this Agreement and (ii) all reasonable costs incurred by the Administrative Agent, such Funding Agent, such Conduit Investor or such Committed Note Purchaser (including, the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent, such Funding Agent, such Conduit Investor and such Committed Note Purchaser, if any) in enforcing this Agreement. The Issuer also agrees to reimburse the Administrative Agent, each Funding Agent, each Conduit Investor and each Committed Note Purchaser upon demand for all reasonable out-of-pocket expenses incurred by the Administrative Agent, such Funding Agent, such Conduit Investor or such Committed Note Purchaser (including, the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent, such Funding Agent, such Conduit Investor and such Committed Note Purchaser, if any and the reasonable fees and out-of-pocket expenses of any third-party servicers and disposition agents) in connection with (x) the negotiation of any restructuring or “ work-out ”, whether or not consummated, of the Issuer Related Documents and (y) the enforcement of, or any waiver or amendment requested under or with respect to, this Agreement or any other of the Issuer Related Documents.

Notwithstanding the foregoing, the Issuer shall have no obligation to reimburse any Committed Note Purchaser or Conduit Investor for any of the fees and/or expenses incurred by such Committed Note Purchaser and/or Conduit Investor with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Issuer Notes pursuant to Sub-Clause 9.2 or 9.3.

(b)

Indemnification . In consideration of the execution and delivery of this Agreement by the Conduit Investors and the Committed Note Purchasers, the Issuer hereby indemnifies and holds each Conduit Investor and each Committed Note Purchaser and each of their officers, directors, employees and agents (collectively, the “ Indemnified Parties ”) harmless from and against any and all actions, causes of action, suits, losses, costs, Liabilities and damages, and reasonable expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought and including, any liability in connection with the offering and sale of the Issuer Notes), including reasonable attorneys’ fees and disbursements (collectively, the “ Indemnified Liabilities ”), incurred by the Indemnified Parties or any of them (whether in prosecuting or defending against such actions, suits or claims) to the extent resulting from, or arising out of, or relating to:


(i)	any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Advance; or


(ii)	the entering into and performance of this Agreement and any other Issuer Related Document by any of the Indemnified Parties,

except for any such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party’s gross negligence or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Issuer hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The indemnity set forth in this Sub-Clause 11.4(b) shall in no event include indemnification for any Taxes (which indemnification is provided in Sub-Clause 3.8).


(c)	Indemnification of the Administrative Agent and each Funding Agent

(i)

In consideration of the execution and delivery of this Agreement by the Administrative Agent and each Funding Agent, the Issuer hereby indemnifies and holds the Administrative Agent and each Funding Agent and each of their respective officers, directors, employees and agents (collectively, the “ Agent Indemnified Parties ”) harmless from and against any and all actions, causes of action, suits, losses, costs, Liabilities and damages, and reasonable expenses incurred in connection therewith (irrespective of whether any such Agent Indemnified Party is a party to the action for which indemnification hereunder is sought and including, any liability in connection with the offering and sale of the Issuer Notes), including reasonable attorneys’ fees and disbursements (collectively, the “ Agent Indemnified Liabilities ”), incurred by the Agent Indemnified Parties or any of them (whether in prosecuting or defending against such actions, suits or claims) to the extent resulting from, or arising out of, or relating to the entering into and performance of this Agreement and any other Issuer Related Document by any of the Agent Indemnified Parties, except for any such Agent Indemnified Liabilities arising for the account of a particular Agent Indemnified Party by reason of the relevant Agent Indemnified Party’s gross negligence or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Issuer hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Agent Indemnified Liabilities which is permissible under applicable law. The indemnity set forth in this Sub-Clause 11.4(c)(i) shall in no event include indemnification for any Taxes (which indemnification is provided in Sub-Clause 3.8).


(ii)	In consideration of the execution and delivery of this Agreement by the Administrative Agent, each Committed Note Purchaser, ratably according to its respective Commitment, hereby indemnifies and holds the Administrative Agent and each of its officers, directors, employees and agents (collectively, the

“ Administrative Agent Indemnified Parties ”) harmless from and against any and all actions, causes of action, suits, losses, costs, Liabilities and damages, and reasonable expenses incurred in connection therewith (solely to the extent not reimbursed by or on behalf of the Issuer) (irrespective of whether any such Administrative Agent Indemnified Party is a party to the action for which indemnification hereunder is sought and including, any liability in connection with the offering and sale of the Issuer Notes), including reasonable attorneys’ fees and disbursements (collectively, the “ Administrative Agent Indemnified Liabilities ”), incurred by the Administrative Agent Indemnified Parties or any of them (whether in prosecuting or defending against such actions, suits or claims) to the extent resulting from, or arising out of, or relating to the entering into and performance of this Agreement and any other Issuer Related Document by any of the Administrative Agent Indemnified Parties, except for any such Administrative Agent Indemnified Liabilities arising for the account of a particular Administrative Agent Indemnified Party by reason of the relevant Administrative Agent Indemnified Party’s gross negligence or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Committed Note Purchaser hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Administrative Agent Indemnified Liabilities which is permissible under applicable law. The indemnity set forth in this Sub-Clause 11.4(c)(ii) shall in no event include indemnification for any Taxes (which indemnification is provided in Sub-Clause 3.8).


(d)	Priority . All amounts payable by the Issuer pursuant to this Sub-Clause 11.4 shall be paid in accordance with and subject to Sub-Clause 5.3 ( Application of Funds in the Issuer Interest Collection Account ) or, at the option of the Issuer, paid from any other source available to it.


11.5	[RESERVED]


11.6	[RESERVED]


11.7	Third Party Beneficiary

A Person who is not party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This Sub-Clause 11.7 ( Third Party Beneficiary ) does not affect any right or remedy of any Person which exists or is available otherwise than pursuant to that Act.


11.8	Counterparts

This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same Agreement.


11.9	Governing Law; Jurisdiction; Service of Process


(a)	Governing Law

The Issuer Notes, this Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and shall be construed in accordance with English law.


(b)	Jurisdiction

The parties agree that the courts of England have exclusive jurisdiction to settle any Dispute arising out of or in connection with this Agreement and therefore irrevocably submit to the jurisdiction of those courts.


(c)	Convenient Forum

The parties agree that the courts of England are an appropriate and convenient forum to settle Disputes between them and, accordingly, the parties will not argue to the contrary.


(d)	Service of Process

The Issuer agrees that the process by which any proceedings arising out of or in connection with this Agreement or any other Related Document may be served on it is by being delivered to Hertz Europe Limited of Hertz House, 11 Vine Street, Uxbridge, Middlesex UB8 1QE and if the appointment of a process agent by a party ceases to be effective, the Issuer shall immediately appoint another Person in England as its process agent in respect of this Agreement and notify the other parties of the appointment and, if such party to a Related Document fails to appoint such further person, the Issuer Security Trustee may appoint another agent for this purpose. The Issuer further agrees that failure by an agent for service of process to notify such party to a Related Document of such process will not invalidate the proceedings concerned.


11.10	Amendments


(a)	The provisions of this Agreement may be amended, supplemented or modified only in accordance with Annex 2 paragraph 2 ( Amendments ).


(b)	Other than Sub-Clause 7.1 ( Amortization Events ), the provisions of this Agreement may be waived only in accordance with Annex 2 paragraph 2 ( Amendments ).


(c)	The provisions of Sub-Clause 7.1 ( Amortization Events ) may be waived only in accordance with Sub-Clause 7.2 ( Effects of Amortization Events ).


(d)	Any amendment hereof can be effected without the Administrative Agent being party thereto; provided however , that no such amendment, modification or waiver of this Agreement that affects the rights or duties of the Administrative Agent shall be effective unless the Administrative Agent shall have given its prior written consent thereto.


(e)	The Issuer Security Trustee shall sign any amendment to this Agreement or any Issuer Related Document authorized or permitted pursuant to this Sub-Clause 11.10 or Annex 2 paragraph 2 ( Amendments ) if the amendment does not adversely affect the rights, duties, powers, Liabilities or immunities of the Issuer Security Trustee. If it does, the Issuer Security Trustee may, but need not, sign it.


(f)	For the avoidance of doubt, other than as set out in this Sub-Clause 11.10 ( Amendments ) and Annex 2 paragraph (2) ( Amendments ), no consent or approval from any other party is required for any amendments hereto.


11.11	Administrator to Act on Behalf of the Issuer

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


11.12	Successors

All agreements of the Issuer herein and the Issuer Notes shall bind its successor; provided , however , except as provided in Sub-Clause 11.10, the Issuer may not assign its obligations or rights under this Agreement or any Issuer Note. All agreements of the Issuer Security Trustee herein shall bind its successor.


11.13	Termination


(a)	This Agreement shall cease to be of further effect when (i) the Issuer has paid all sums payable on all Issuer Notes theretofore issued which are Outstanding and (ii) the Letter of Credit Amount is equal to zero.


(b)	The representations and warranties set forth in Sub-Clause 6.1 of this Agreement shall survive for so long as any Issuer Note is Outstanding.


11.14	[RESERVED]


11.15	Electronic Execution

This Agreement may be transmitted and/or signed by facsimile or other electronic means (i.e., a “pdf” or “tiff”). The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually signed originals and shall be binding on each party hereto. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any amendment hereto or other modification hereof (including, without limitation, waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be.


11.16	[RESERVED]


11.17	Notices

Unless otherwise specified herein, all notices, communications, requests, instructions and demands by any Party hereto to another shall be delivered in accordance with the provisions of Clause 3 of the Master Definitions and Construction Agreement and Clause 22 of the Issuer Security Trust Deed.


11.18	Credit Risk Retention.

In no event shall the Issuer Security Trustee have any responsibility to monitor compliance with or enforce compliance with credit risk retention requirements for asset-backed securities or other rules or regulations relating to risk retention. The Issuer Security Trustee shall not be charged with knowledge of such rules, nor shall it be liable to any Noteholder or other party for violation of such rules now or hereafter in effect.


11.19	[RESERVED]


11.20	[RESERVED]


11.21	[RESERVED]


11.22	Non-Petition against the Issuer

Notwithstanding anything to the contrary herein or any Issuer Related Document, only the Issuer Security Trustee may pursue the remedies available under the general law or under the Issuer Security Trust Deed to enforce this Agreement, the Issuer Security or any Issuer Note and no other Person shall be entitled to proceed directly against the Issuer in respect hereof (unless the Issuer Security Trustee, having become bound to proceed in accordance with the terms of the Related Documents, fails or neglects to do so). Each party hereto hereby agrees with and acknowledges to each of the Issuer and the Issuer Security Trustee until the date falling one year and one day after the Legal Final Payment Date, that:


(a)	it shall not have the right to take or join any Person in taking any steps against the Issuer for the purpose of obtaining payment of any amount due from the Issuer (other than serving a written demand subject to the terms of the Issuer Security Trust Deed); and


(b)	neither it nor any Person on its behalf shall initiate or join any Person in initiating an Event of Bankruptcy or the appointment of any Insolvency Official in relation to the Issuer, provided that, the Issuer Security Trustee shall have the right to take any action pursuant to and in accordance with the relevant Issuer Related Documents and Issuer Security Documents.


11.23	No Proceedings against Conduit Investors

Notwithstanding anything to the contrary herein or any Issuer Related Document to which the relevant Conduit Investor is expressed to be a party, each party to this Agreement hereby agrees with and acknowledges to each of the Conduit Investors, that neither it nor any Person on its behalf shall initiate or join any Person in initiating an Event of Bankruptcy or the appointment of any Insolvency Official in relation to such Conduit Investor until the date following two years and one day after all notes and commercial paper issued by such Conduit Investor have been redeemed in full and all of the relevant Conduit Investor’s obligations and Liabilities (whether actual or contingent) arising or incurred under or in connection with its asset-backed commercial paper programme or any other notes programme established by it have been discharged in full.


11.24	No Recourse Against the Issuer

Each party hereto agrees with and acknowledges to each of the Issuer and the Issuer Security Trustee that, notwithstanding any other provision of any Issuer Related Document, all obligations of the Issuer to such entity are limited in recourse as set out below:


(a)	it will have a claim only in respect of the Issuer Collateral and will not have any claim, by operation of law or otherwise, against, or recourse to any of the other assets of the Issuer or its contributed capital;


(b)	sums payable to it in respect of any of the Issuer’s obligations to it shall be limited to the lesser of (i) the aggregate amount of all sums due and payable to it and (ii) the aggregate amounts received, realised or otherwise recovered by or for the account of the Issuer Security Trustee in respect of the Issuer Security whether pursuant to enforcement of the Issuer Security or otherwise; and


(c)	upon the Issuer Security Trustee giving written notice that it has determined in its sole opinion that there is no reasonable likelihood of there being any further realisations in respect of the Issuer Security (whether arising from an enforcement of the Issuer Security or otherwise) which would be available to pay unpaid amounts outstanding under the

relevant Issuer Related Documents, it shall have no further claim against the Issuer in respect of any such unpaid amounts and such unpaid amounts shall be discharged in full.


11.25	Limited Recourse Against the Conduit Investors

Notwithstanding anything to the contrary herein or any Issuer Related Document to which a Conduit Investor is expressed to be a party, each party to this Agreement agrees with the Conduit Investor that all amounts payable or expressed to be payable by such Conduit Investor pursuant to this Agreement shall be recoverable solely out of its assets (and, in the case of Matchpoint, solely from the Issuer Collateral, as defined in the documents relating to Matchpoint’s asset-backed commercial paper program) (except to the extent that the Conduit Investor is not entitled as a matter of law to retain amounts paid to it, or amounts that are received by any Person and any liquidator or creditor of the Conduit Investor where such Person is not entitled as a matter of law to retain such amounts paid), and each party to this Agreement hereby agrees with the Conduit Investor that the Conduit Investor shall be liable in respect of any claim which such party may have against it only to the extent that the Conduit Investor has funds available for such purpose in accordance with the relevant priority of payments applicable to the Conduit Investor (which in the case of Matchpoint is the Issuer Priority of Payments, as defined in the documents relating to Matchpoint’s asset-backed commercial paper program) and that, to the extent that any such claims remain unpaid after the application of such funds in accordance with such priority of payments, such claims shall be extinguished, and to the extent that any Liabilities of any Conduit Investor remains unpaid after the application of such sums, assets and proceeds, such Liabilities shall be extinguished.


11.26	Non Petition – Regency Assets DAC

Notwithstanding anything to the contrary herein or in any Issuer Related Document to which Regency Assets DAC (“ Regency ”) is expressed to be a party, each party to this Agreement hereby agrees with and acknowledges to Regency, that neither it nor any person on its behalf shall initiate or join any person in initiating an Event of Bankruptcy or the appointment of any Insolvency Official in relation to Regency until the date following two years and one day after all notes and commercial paper issued by Regency have been redeemed in full and all of Regency’s obligations and liabilities (whether actual or contingent) arising or incurred under or in connection with its asset-backed commercial paper programme or any other notes programme established by it have been discharged in full.


11.27	Limited Recourse – Regency Assets DAC

Notwithstanding any other provision of this Agreement, each party hereto agrees and acknowledges with Regency that:

(a)

it will only have recourse in respect of any amount, claim or obligation due or owing to it by Regency (the “ Claims ”) to the extent of available funds pursuant to Regency’s programme documents in respect of its USD$20,000,000,000 asset-backed commercial paper notes issuance programme (the “ Programme Documents ”) subject to and in accordance with the terms thereof and after all other prior ranking claims in respect thereof have been satisfied and discharged in full;

(b)

following the application of funds following enforcement of the security interests created over Regency’s assets under the relevant Programme Documents, subject to and in accordance with the provisions relating to the application of funds specified therein, Regency will have no assets available for payment of its obligations under such documents and this Agreement other than as provided for pursuant to the Programme Documents and any Claims will accordingly be extinguished to the extent of any shortfall; and


(c)	the obligations of Regency under the Programme Documents and this Agreement will not be obligations or responsibilities of, or guaranteed by, any other person or entity.


11.28	Corporate Obligation – Regency Assets DAC

Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement of Regency contained in this Agreement shall be had against any shareholder, member, officer, director, employee or agent of Regency, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is a corporate obligation of Regency, and that no personal liability shall attach to or be incurred by the shareholders, members, officers, directors, employees or agency of Regency, as such, or any of them under or by reason of any of the obligations, covenants or agreements of Regency contained in this Agreement or implied therefrom and that any and all personal liability for breaches by Regency of any of such obligations, covenants or agreements, either at law or by statute or constitution of every such shareholder, member, officer, director, employee or agent is hereby expressly waived as a condition of an in consideration for the execution of this Agreement.


11.29	Non-Petition – Gresham Receivables (No. 32) UK Limited

Notwithstanding anything to the contrary herein or in any Issuer Related Document to which Gresham Receivables (No. 32) UK Limited (“ Gresham ”) is expressed to be a party, each party to this Agreement hereby agrees with and acknowledges to Gresham, that neither it nor any person on its behalf shall initiate or join any person in initiating an Event of Bankruptcy or the appointment of any Insolvency Official in relation to Gresham until the date following two years and one day after all notes and commercial paper issued by Gresham (or the Person(s) issuing notes and commercial paper as part of a conduit arrangement with Gresham) have been redeemed in full and all of Gresham’s obligations and liabilities (whether actual or contingent) arising or incurred under or in connection with such asset-backed commercial paper programme or any other notes programme established by it have been discharged in full.


11.30	Limited Recourse – Gresham Receivables (No. 32) UK Limited

Notwithstanding any other provision of this Agreement, each party hereto agrees and acknowledges with Gresham that:

(a)

it will only have recourse in respect of any amount, claim or obligation due or owing to it by Gresham (the “ Claims ”) to the extent of available funds pursuant to the asset-backed commercial paper notes issuance programme (the “ Programme Documents ”) of which Gresham is a part subject to and in accordance with the terms thereof and after all other prior ranking claims in respect thereof have been satisfied and discharged in full;

(b)

following the application of funds following enforcement of the security interests created over Gresham’s assets under the relevant Programme Documents, subject to and in accordance with the provisions relating to the application of funds specified therein, Gresham will have no assets available for payment of its obligations under such documents and this Agreement other than as provided for pursuant to the Programme Documents and any Claims will accordingly be extinguished to the extent of any shortfall; and


(c)	the obligations of Gresham under the Programme Documents and this Agreement will not be obligations or responsibilities of, or guaranteed by, any other person or entity.


11.31	Corporate Obligation – Gresham Receivables (No. 32) UK Limited

or any of them under or by reason of any of the obligations, covenants or agreements of Gresham contained in this Agreement or implied therefrom and that any and all personal liability for breaches by Gresham of any of such obligations, covenants or agreements, either at law or by statute or constitution of every such shareholder, member, officer, director, employee or agent is hereby expressly waived as a condition of an in consideration for the execution of this Agreement.


11.32	Non-Petition – Matchpoint Finance Plc

Each party agrees that it shall not institute against, or join any Person in instituting against, Matchpoint Finance plc (“ Matchpoint ”) any bankruptcy, examinership, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any bankruptcy or similar law of any jurisdiction, for two (2) years and one day after (i) the latest maturing commercial paper note of any series (as set out in the Programme Documents (as defined below) of Matchpoint) or (ii) the latest maturing medium term note of Matchpoint, if any, is paid in full. This Clause shall survive termination of this Agreement and the termination of each Transaction Document to which Matchpoint is a party to.


11.33	Limited Recourse – Matchpoint Finance Plc

The obligations of Matchpoint under this Agreement are solely the corporate obligations of Matchpoint and are payable solely to the extent of available funds pursuant to the Programme Documents. No recourse shall be had for the payment of any amount owing by Matchpoint under this Agreement or for the payment by Matchpoint of any fee in respect hereof or any other obligation or claim of or against Matchpoint arising out of or based upon this Agreement, against any employee, director, officer, member, manager or affiliate of Matchpoint; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might have as a result of fraudulent acts or omissions committed by them. Each party agrees that Matchpoint shall be liable for any claims that it may have against Matchpoint only to the extent that Matchpoint has funds available for such purpose in accordance with the programme documents in respect of its Euro 10,000,000,000 asset-backed commercial paper notes issuance programme (“Programme Documents”) and that, to the extent that any such claims remain unpaid after the application of such funds in accordance with the Programme Documents such claims shall be extinguished. The provisions of this Clause 11.33 will survive the termination of this Agreement and the termination of each Transaction Document to which Matchpoint is a party to.


11.34	Limited Recourse and Non-Petition – Sheffield Receivables Company LLC

(a)

No recourse under any obligation, covenant, or agreement of Sheffield Receivables Company LLC (“ Sheffield ”) contained in this Agreement, or any other document entered into by Sheffield in connection herewith or therewith shall be had against any partner, shareholder, shareholder, officer, agent or director of Sheffield, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement and each such other document is a corporate obligation of Sheffield and no personal liability shall attach to or be incurred by the partners, shareholders, officers, agents or directors of Sheffield as such, or any of them, under or by reason of any of the obligations, covenants or agreements of Sheffield contained in this Agreement or any other such document, or implied therefrom, and that any and all personal liability for breaches by Sheffield of any of such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of every such partner, shareholder, officer, agent or director is hereby expressly waived by the parties to this Agreement as a condition of and consideration for the execution of this Agreement.

(b)

insolvency or liquidation proceedings or other similar proceedings under the laws of England and the United States, any state of the United States or any other jurisdiction with authority over Sheffield or any or all of its assets.


11.35	Non-Petition – Irish Ring Receivables Purchaser Designated Activity Company

Notwithstanding anything to the contrary herein or in any Issuer Related Document to which Irish Ring Receivables Purchaser Designated Activity Company (“ Irish Ring ”) is expressed to be a party, each party to this Agreement hereby agrees with and acknowledges to Irish Ring, that neither it nor any person on its behalf shall initiate or join any person in initiating an Event of Bankruptcy or the appointment of any Insolvency Official in relation to Irish Ring until the date following two years and one day after all notes and commercial paper issued by Irish Ring (or the Person(s) issuing notes and commercial paper as part of a conduit arrangement with Irish Ring) have been redeemed in full and all of Irish Ring’s obligations and liabilities (whether actual or contingent) arising or incurred under or in connection with such asset-backed commercial paper programme or any other notes programme established by it have been discharged in full.


11.36	Limited Recourse – Irish Ring Receivables Purchaser Designated Activity Company

Notwithstanding any other provision of this Agreement, each party hereto agrees and acknowledges with Irish Ring that:

(a)

it will only have recourse in respect of any amount, claim or obligation due or owing to it by Irish Ring (the “ Claims ”) to the extent of available funds pursuant to the asset-backed commercial paper notes issuance programme (the “ Programme Documents ”) of which Irish Ring is a part subject to and in accordance with the terms thereof and after all other prior ranking claims in respect thereof have been satisfied and discharged in full;

(b)

following the application of funds following enforcement of the security interests created over Irish Ring’s assets under the relevant Programme Documents, subject to and in accordance with the provisions relating to the application of funds specified therein, Irish Ring will have no assets available for payment of its obligations under such documents and this Agreement other than as provided for pursuant to the Programme Documents and any Claims will accordingly be extinguished to the extent of any shortfall; and


(c)	the obligations of Irish Ring under the Programme Documents and this Agreement will not be obligations or responsibilities of, or guaranteed by, any other person or entity.


11.37	Corporate Obligation – Irish Ring Receivables Purchaser Designated Activity Company

Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement of Irish Ring contained in this Agreement shall be had against any shareholder, member, officer, director, employee or agent of Irish Ring, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is a corporate obligation of Irish Ring, and that no personal liability shall attach to or be incurred by the shareholders, members, officers, directors, employees or agency of Irish Ring, as such, or any of them under or by reason of any of the obligations, covenants or agreements of Irish Ring contained in this Agreement or implied therefrom and that any and all personal liability for breaches by Irish Ring of any of such obligations, covenants or agreements, either at law or by statute or constitution of every such shareholder, member, officer, director, employee or agent is hereby expressly waived as a condition of an in consideration for the execution of this Agreement.


11.38	Non-Petition and Limited Recourse in respect of Managed and Enhanced Tap (Magenta) Funding S.T.

Each of the parties hereto acting for itself hereby agrees with and acknowledges to Managed and Enhanced Tap (Magenta) Funding S.T. (" Magenta ") that:

(a)

all sums due or owing to any party from or by Magenta hereunder shall be payable by Magenta in accordance with the Compartment Order of Priority, and provided that all liabilities of Magenta are required to be paid in priority thereto and a pro rata amount of all amounts to be paid pari passu therewith pursuant to the Compartment Order of Priority, have been paid, discharged and/or otherwise provided for in full;


(b)	it shall not be entitled to take any steps or proceedings which would result in the Compartment Order of Priority not being observed;


(c)	it shall not to take any action or proceedings against Magenta to recover any amounts payable by Magenta to it hereunder;


(d)	pursuant to article L. 214–175–III of the French Code monétaire et financier, any claim it may have against Magenta will be limited, and it shall have only recourse, to the assets of Magenta subject to the Compartment Order of Priority and any statutory priority of payment; and


(e)	pursuant to article L. 214–175–III of the French Code monétaire et financier, neither the Compartment nor Magenta is subject to the provisions of Book VI of the French Code de commerce relating to insolvency proceedings.

Where:

“ Compartment Order of Priority ” means the following order of priority, with no sum being applied to an item with a lower ranking in the order of priority until all items with a higher ranking have been paid in full:

(i)

Firstly : on a pro rata and pari passu basis, (i) to transfer to the ABCP Programme Account (as defined in the Common Terms Agreement) such amounts as are required to pay or to provide for the pro rata share of ABCP Programme Expenses (as defined in the Common Terms Agreement) allocated to Magenta, as determined by the Calculation Agent (as defined in the Common Terms Agreement), and (ii) to pay or to provide for any commitment fees under any Transaction Specific Liquidity Facility Agreement entered into by Magenta;


(ii)	Secondly : to the payment or the provisioning on a pro rata and pari passu basis of the following:


1.	to transfer to the ABCP Programme Account such amounts as are required to finance the amounts due (whether in respect of interest capital or discount) under the CP Notes (as defined in the Common Terms Agreement) issued by Magenta to re-finance Magenta as determined by the Calculation Agent;


2.	the payment of the subscription price of the applicable Class A Note by Magenta;


3.	the payment of the principal and interest amounts of any advances made available to the Magenta under Transaction Specific Liquidity Facilities (as defined in the Common Terms Agreement) which are due to be paid on such day and were drawn under the circumstances set out in Clauses 6.2.1 or 6.2.2 of the ABCP Programme Master Framework Agreement (as defined in the Common Terms Agreement); and


4.	to the Repo Counterparty (as defined in the Common Terms Agreement), the amounts (if any) due under a Repo Agreement (as defined in the Common Terms Agreement) in respect of the Repurchase Price of Eligible Assets (as such terms are defined in the Common Terms Agreement).


(iii)	Thirdly: to pay or to provide for any increased costs under any Transaction Specific Liquidity Facility Agreement entered into by the Magenta;


(iv)	Fourthly : on any date other than the date Magenta is liquidated, any surplus funds shall be paid to the ABCP Programme Account; and


(v)	Fifthly : on the date the Magenta is liquidated, any surplus funds shall be distributed to the shareholders.

“ Common Terms Agreement ” means the agreement entitled “Definitions, Interpretation and Common Terms Agreement” entered into on 12 March 2010 between Managed and Enhanced Tap (MAGENTA) Funding S.T., Eurotitrisation and Natixis, as amended from time to time.

“ Transaction Specific Liquidity Facility Agreement ” means the facility agreement entered into by Magenta with Natixis as liquidity bank for an amount of EUR 117,300,000.


11.39	Survival

The provisions of Sub-Clauses 11.22 through 11.38 shall survive the termination of this Agreement.


11.40	Power of Attorney

If an entity incorporated in the Netherlands is represented by an attorney or attorneys in connection with the signing, execution or delivery of this Agreement or any document, agreement or deed referred to herein or made pursuant hereto, the relevant power of attorney is expressed to be governed by the laws of the Netherlands and it is hereby expressly acknowledged and accepted by the other parties that such laws shall govern the existence and extent of such attorney’s or attorneys’ authority and the effects of the exercise thereof.

IN WITNESS WHEREOF , the Parties hereto have caused this Agreement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.

INTERNATIONAL FLEET FINANCING NO.2

B.V. , as Issuer

By: /s/ Alan Geraghty
    Name: Alan Geraghty
    Title: Director

[ISSUER FACILITY AGREEMENT – SIGNATURE PAGE ]

BNP PARIBAS TRUST CORPORATION UK LIMITED , as Issuer Security Trustee



By: _/s/ Helen Tricard Name: Helen Tricard Title: Director	By: _/s/ Clive Kentish

[ISSUER FACILITY AGREEMENT – SIGNATURE PAGE ]

HERTZ EUROPE LIMITED , as Issuer Administrator

By: /s/ Bryn Cavers-Davies
    Name: Bryn Cavers-Davies
    Title: Authorised Signatory

[ISSUER FACILITY AGREEMENT – SIGNATURE PAGE ]

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK , as Class A Committed Note Purchaser, Class A Funding Agent and Class A Administrative Agent

By: ___/s/ Laurent Haik ______________________
    Name: Laurent Haik
    Title:

By: /s/ Stephanie Passet
    Name: Stephanie Passet
    Title: Executive Director

[ISSUER FACILITY AGREEMENT – SIGNATURE PAGE ]



SIGNED for and on behalf of MATCHPOINT FINANCE PUBLIC LIMITED COMPANY , as Class A Conduit Investor and Class A Committed Note Purchaser, by its lawfully appointed attorney /s/ Brian McDonagh in the presence of: _ /s/ Alessandro Bortolin (Witness’ Signature) 4th Floor, 25-28 Adelaide Road Dublin 2, Ireland ________________ (Witness’ Address) Accountant (Witness’ Occupation)	(Matchpoint Finance Public Limited Company by its attorney Brian McDonagh ) Director

[ISSUER FACILITY AGREEMENT – SIGNATURE PAGE ]

BNP PARIBAS S.A., LONDON BRANCH
as Class A Funding Agent

By: /s/ Pierre-Baptiste Gay
Name: Pierre-Baptiste Gay

Title: Securitization Officer

By: /s/ Manuel Nunes
Name: Manuel Nunes

Title: Securitization Officer

[ISSUER FACILITY AGREEMENT – SIGNATURE PAGE ]

DEUTSCHE BANK AG, LONDON BRANCH , as Class A Committed Note Purchaser

By: /s/ Harlan Rothman

Name: Harlan Rothman
Title: Managing Director
Deutsche Bank

By: / s/ Roey Eyal
        Name: Roey Eyal
    Title: Managing Director

DEUTSCHE BANK AG, LONDON BRANCH , as Class A Funding Agent

By: /s/ Harlan Rothman

Name: Harlan Rothman
Title: Managing Director
Deutsche Bank

By: / s/ Roey Eyal
        Name: Roey Eyal
     Title: Managing Director

[ISSUER FACILITY AGREEMENT – SIGNATURE PAGE ]

SHEFFIELD RECEIVABLES COMPANY LLC , as Class A Conduit Investor

By Barclays Bank PLC as attorney-in-fact

By: /s/ Sean White

Name: Sean White
Title: Director

[ISSUER FACILITY AGREEMENT – SIGNATURE PAGE ]

BARCLAYS BANK PLC , as Class A Committed Note Purchaser and Class A Funding Agent

By: /s/ Sean White

Name: Sean White
Title: Director

[ISSUER FACILITY AGREEMENT – SIGNATURE PAGE ]



SIGNED for and on behalf of REGENCY ASSETS DESIGNATED ACTIVITY COMPANY , as Class A Conduit Investor and Class A Committed Note Purchaser, by its lawfully appointed attorney in the presence of: /s/ Alexander Stewart (Witness’ Signature) Vistra Alternative Investments (Ireland) Limited, Block A, Grorges Quay Paza, Georges Quay, Dublin 2 Dublin, Ireland (Witness’ Address) Client Services Administrator (Witness’ Occupation)	/s/ David McGuinness Signature David McGuinness Print Name of Attorney

[ISSUER FACILITY AGREEMENT – SIGNATURE PAGE ]

HSBC FRANCE , as Class A Funding Agent

By: /s/ Guillaume Bouet
    Name: Guillaume Bouet
    Title: Director

/s/ Edouard de Neyrieu
Edouard de Neyrieu

[ISSUER FACILITY AGREEMENT – SIGNATURE PAGE ]

MANAGED AND ENHANCED TAP (MAGENTA) FUNDING S.T. , as Class A Conduit Investor and as Class A Committed Note Purchaser

By :/s/ Julien Leleu
    Name: Julien Leleu
    Title: Directeur Général

[ISSUER FACILITY AGREEMENT – SIGNATURE PAGE ]

NATIXIS CIB. , as Class A Funding Agent

By: /s/ Thomas Pons
    Name: Thomas Pons
    Title: E.D.

[ISSUER FACILITY AGREEMENT – SIGNATURE PAGE ]

IRISH RING RECEIVABLES PURCHASER DESIGNATED ACTIVITY COMPANY , as Class A Conduit Investor

By: /s/ Joshua Brady
    Name: Joshua Brady
    Title: Authorised Signatory

[ISSUER FACILITY AGREEMENT – SIGNATURE PAGE ]

ROYAL BANK OF CANADA (LONDON BRANCH) , as Class A Committed Note Purchaser and Class A Funding Agent

By: / s/ Austin J. Meier
    Name: Austin J. Meier
    Title: Authorized Signatory

/s/ Joshua Brady
    Name: Joshua Brady
    Title: Authorised Signatory

[ISSUER FACILITY AGREEMENT – SIGNATURE PAGE ]

GRESHAM RECEIVABLES (NO. 32) UK LIMITED , as Class A Conduit Investor and Class A Committed Note Purchaser

By: /s/ Daniel Wynne
    Name: Daniel Wynne
    Title: Director

[ISSUER FACILITY AGREEMENT – SIGNATURE PAGE ]

LLOYDS BANK PLC , as Class A Funding Agent

By: /s/ Michael Hodgson Name: Michael Hodgson
Title: Director

[ISSUER FACILITY AGREEMENT – SIGNATURE PAGE ]

SCHEDULE 1
DEFINITIONS LIST

[RESERVED]

SCHEDULE 2
CONDUIT INVESTORS AND COMMITTED NOTE PURCHASERS

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Class A Committed Note Purchaser

Class A Initial Investor Group Principal Amount: €120,000,000

Class A Committed Note Purchaser Percentage: 16.00%

Class A Maximum Investor Group Principal Amount: €160,000,000

Class A Initial Advance Amount: €120,000,000

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Class A Funding Agent and a Class A Committed Note Purchaser

MATCHPOINT FINANCE PLC, as a Class A Committed Note Purchaser and Class A Conduit Investor

Class A Initial Investor Group Principal Amount: €90,000,000

Class A Committed Note Purchaser Percentage: 12%

Class A Maximum Investor Group Principal Amount: €120,000,000

Class A Initial Advance Amount: €90,000,000

BNP PARIBAS S.A., LONDON BRANCH, as a Class A Funding Agent for MATCHPOINT FINANCE PLC, as a Class A Committed Note Purchaser and Class A Conduit Investor

DEUTSCHE BANK AG, LONDON BRANCH, as a Class A Committed Note Purchaser

Class A Initial Investor Group Principal Amount: €90,000,000

Class A Committed Note Purchaser Percentage: 12%

Class A Maximum Investor Group Principal Amount: €120,000,000

Class A Initial Advance Amount: €90,000,000

DEUTSCHE BANK AG, LONDON BRANCH, as a Class A Funding Agent and a Class A Committed Note Purchaser

REGENCY ASSETS DESIGNATED ACTIVITY COMPANY, as a Class A Committed Note Purchaser and a Class A Conduit Investor

Class A Initial Investor Group Principal Amount: €90,000,000

Class A Committed Note Purchaser Percentage: 12.00%

Class A Maximum Investor Group Principal Amount: €120,000,000

Class A Initial Advance Amount: €90,000,000

HSBC FRANCE, as a Class A Funding Agent for REGENCY ASSETS DESIGNATED ACTIVITY COMPANY, as a Class A Committed Note Purchaser and a Class A Conduit Investor

SHEFFIELD RECEIVABLES COMPANY LLC, as Class A Conduit Investor

BARCLAYS BANKS PLC, as a Class A Committed Note Purchaser

Class A Initial Investor Group Principal Amount: €90,000,000

Class A Committed Note Purchaser Percentage: 12.00%

Class A Maximum Investor Group Principal Amount: €120,000,000

Class A Initial Advance Amount: €90,000,000

BARCLAYS BANKS PLC, as a Class A Funding Agent and a Class A Committed Note Purchaser, for SHEFFIELD RECEIVABLES COMPANY LLC, as a Conduit Investor

MANAGED AND ENHANCED TAP (MAGENTA) FUNDING S.T., as a Class A Committed Note Purchaser and Class A Conduit Investor

Class A Initial Investor Group Principal Amount: €90,000,000

Class A Committed Note Purchaser Percentage: 12.00%

Class A Maximum Investor Group Principal Amount: €120,000,000

Class A Initial Advance Amount: €90,000,000

NATIXIS CIB, as a Class A Funding Agent, for MANAGED AND ENHANCED TAP (MAGENTA) FUNDING S.T., as a Class A Committed Note Purchaser and Class A Conduit Investor

IRISH RING RECEIVABLES PURCHASER DESIGNATED ACTIVITY COMPANY, as a Class A Conduit Investor

ROYAL BANK OF CANADA (LONDON BRANCH), as a Class A Committed Note Purchaser

Class A Initial Investor Group Principal Amount: €90,000,000

Class A Committed Note Purchaser Percentage: 12.00%

Class A Maximum Investor Group Principal Amount: €120,000,000

Class A Initial Advance Amount: €90,000,000

ROYAL BANK OF CANADA, LONDON BRANCH, as a Class A Funding Agent and Class A Committed Note Purchaser for IRISH RING RECEIVABLES PURCHASER DESIGNATED ACTIVITY COMPANY, as a Class A Conduit Investor

GRESHAM RECEIVABLES (NO. 32) UK LIMITED, as a Class A Committed Note Purchaser and a Class A Conduit Investor

Class A Initial Investor Group Principal Amount: €90,000,000

Class A Committed Note Purchaser Percentage: 12.00%

Class A Maximum Investor Group Principal Amount: €120,000,000

Class A Initial Advance Amount: €90,000,000

LLOYDS BANK PLC, as a Class A Funding Agent for GRESHAM RECEIVABLES (NO. 32) UK LIMITED, as a Class A Committed Note Purchaser and a Class A Conduit Investor

SCHEDULE 3
INTEREST RATE CAP AMORTIZATION SCHEDULE



Date of Determination Occurring During Period Set Forth Below	Notional Amount of Interest Rate Caps as Percentage of Maximum Principal Amount
On or prior to Expected Final Payment Date plus five Payment Dates	100.00%
After (x) Expected Final Payment Date plus five Payment Dates but on or prior to (y) Expected Final Payment Date plus six Payment Dates	87.50%
After (x) Expected Final Payment Date plus six Payment Dates but on or prior to (y) Expected Final Payment Date plus seven Payment Dates	75.00%
After (x) Expected Final Payment Date plus seven Payment Dates but on or prior to (y) Expected Final Payment Date plus eight Payment Dates	62.50%
After (x) Expected Final Payment Date plus eight Payment Dates but on or prior to (y) Expected Final Payment Date plus nine Payment Dates	50.00%
After (x) Expected Final Payment Date plus nine Payment Dates but on or prior to (y) Expected Final Payment Date plus ten Payment Dates	37.50%
After (x) Expected Final Payment Date plus ten Payment Dates but on or prior to (y) Expected Final Payment Date plus eleven Payment Dates	25.00%
After (x) Expected Final Payment Date plus eleven Payment Dates but on or prior to (y) Legal Final Payment Date	12.50%
After Legal Final Payment Date	0%

ANNEX 1
REPRESENTATIONS AND WARRANTIES

The Issuer . The Issuer represents and warrants to each Conduit Investor, each Committed Note Purchaser and each Funding Agent that each of its representations and warranties set out in the Issuer Related Documents is true and correct (i) as of the Closing Date and (ii) during the Rapid Amortization Period, as of each Payment Date (in each case, 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 further represents and warrants to such parties that:


(a)	no Amortization Event or Potential Amortization Event, in each case with respect to the Issuer Notes, is continuing;

(b)

assuming each Conduit Investor or other purchaser of the Issuer Notes hereunder is not purchasing with a view toward further distribution and there has been no general solicitation or general advertising within the meaning of the Securities Act, and further assuming that the representations and warranties of each Conduit Investor set forth in Clause 6 are true and correct, the offer and sale of the Issuer Notes in the manner contemplated by this Agreement is a transaction exempt from the registration requirements of the Securities Act, and neither the Issuer Note Framework Agreement or this Agreement is required to be qualified under the Trust Indenture Act);


(c)	on the Closing Date, the Issuer has furnished to the Administrative Agent true, accurate and complete copies of all Issuer Related Documents to which it is a party as of the Closing Date, all of which are in full force and effect as of the Closing Date;

(d)

as of the Closing Date, none of the written information furnished by the Issuer, Hertz or any of its Affiliates, agents or representatives to the Conduit Investors, the Committed Note Purchasers, the Administrative Agent or the Funding Agents for purposes of or in connection with this Agreement, including any information relating to the Collateral, taken as a whole, is inaccurate in any material respect, or contains any material misstatement of fact, or omits to state a material fact or any fact necessary to make the statements contained therein not misleading, in each case as of the date such information was stated or certified unless such information has been superseded by subsequently delivered information;

(e)

the Issuer 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. In reaching this conclusion, although other statutory or regulatory exemptions under the Investment Company Act may be available, the Issuer has relied on the exemption from registration set forth in Section 3(c)(7) under the Investment Company Act;

(f)

to the extent applicable, except as would not reasonably be expected to have a Material Adverse Effect, the Issuer Administrator and the Issuer are, and to the knowledge of the Issuer Administrator and the Issuer, its respective directors are, in compliance with (i) the Uniting and Strengthening of America by Providing the Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, (ii) the Trading with the Enemy Act, as amended, (iii) any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”) and any other enabling legislation or executive order relating thereto as well as sanctions laws and regulations of the United Nations Security Council, the European Union or any member state thereof and the United Kingdom (collectively, “ Sanctions ”) and (iv) the Foreign Corrupt Practices Act of 1977, as amended, and all laws, rules and regulations of the European Union and United Kingdom applicable to the Issuer and the Issuer Administrator from time to time concerning or relating to bribery or corruption (“ Anti-Corruption Laws ”);


(g)	none of the Issuer or the Issuer Administrator or, to the knowledge of the Issuer, any director or officer of the Issuer Administrator or the Issuer, is the target of any Sanctions (a

“ Sanctioned Party ”). Except as would not reasonably be expected to have a Material Adverse Effect, none of the Issuer Administrator or the Issuer is organized or resident in a country or territory that is the target of a comprehensive embargo under Sanctions (including as of the date of this Agreement, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine each a “ Sanctioned Country ”). None of the Issuer or the Issuer Administrator will knowingly (directly or indirectly) use the proceeds of any Advance (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in material violation of Anti-Corruption Laws or (ii) for the purpose of funding or financing any activities or business of or with any Person that at the time of such funding or financing is a Sanctioned Party or organized or resident in a Sanctioned Country, to the extent that such Anti-Corruption Laws or Sanctions are legally applicable to such Advance or use of proceeds;

(h)

except as would not reasonably be expected to have a Material Adverse Effect, the Issuer Administrator, the Issuer and their officers are, and to the knowledge of the Issuer Administrator and the Issuer, their respective directors, employees, agents or other persons acting on behalf of the Issuer Administrator or the Issuer are, (i) in compliance with and not under investigation or threat of investigation, and (ii) and have not engaged in any activity or conduct, in each case which would violate any applicable Sanctions, Anti-Corruption Laws or anti-money laundering laws or regulations (“ Anti-Money Laundering Laws ”). None of the Issuer or the Issuer Administrator will knowingly (directly or indirectly) use the proceeds of any Advance for any purpose that would breach Anti-Money Laundering Laws;


(i)	the Issuer Administrator and the Issuer have instituted and will maintain in effect policies and procedures designed to ensure compliance with Sanctions, Anti-Money Laundering Laws and Anti-Corruption Laws;

(j)

notwithstanding anything to the contrary in this Agreement or any other Related Document, these paragraphs 1(f) to (j) shall not apply in relevant part to the Issuer Administrator or the Issuer if they are organized under the laws of any member state of the European Union solely to the extent this paragraph 1(j) would violate the provisions of the "Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom" or any other applicable anti-boycott statute;


(k)	the Issuer is resident for tax purposes in Ireland and does not have a permanent establishment or other presence rendering it liable to taxation elsewhere.


2	Administrator . The Issuer Administrator represents and warrants to, the Issuer, each Conduit Investor, each Committed Note Purchaser and each Funding Agent that:


(a)	each representation and warranty made by it in each Issuer Related Document, is true and correct in all material respects as of the date hereof (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);

(b)

except as would not be reasonably be expected to have a Material Adverse Effect, the Issuer Administrator and the Issuer are, and to the knowledge of the Issuer Administrator and the Issuer, its respective directors are, in compliance with (i) the Uniting and Strengthening of America by Providing the Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, (ii) the Trading with the Enemy Act, as amended, (iii) any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”) and any other enabling legislation or executive order relating thereto as well as sanctions laws and regulations of the United Nations Security Council, the European Union or any member state thereof and the United Kingdom (collectively, “ Sanctions ”) and (iv)

the Foreign Corrupt Practices Act of 1977, as amended, and all laws, rules and regulations of the European Union and United Kingdom applicable to the Issuer and the Issuer Administrator from time to time concerning or relating to bribery or corruption (“ Anti- Corruption Laws ”);

(c)

none of FleetCo or the Issuer Administrator or, to the knowledge of the Issuer Administrator, any director or officer of the Issuer Administrator or the Issuer, is the target of any Sanctions (a “ Sanctioned Party ”). Except as would not reasonably be expected to have a Material Adverse Effect, none of the Issuer Administrator or the Issuer is organized or resident in a country or territory that is the target of a comprehensive embargo under Sanctions (including as of the date of this Agreement, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine-each a “ Sanctioned Country ”). None of the Issuer or the Issuer Administrator will knowingly (directly or indirectly) use the proceeds of any Advance (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in material violation of Anti-Corruption Laws or (ii) for the purpose of funding or financing any activities or business of or with any Person that at the time of such funding or financing is a Sanctioned Party or organized or resident in a Sanctioned Country, to the extent that such Anti-Corruption Laws or Sanctions are legally applicable to such Advance or use of proceeds;

(d)

as of the Closing Date, none of the written information furnished by Hertz or any of its Affiliates, agents or representatives to the Conduit Investors, the Committed Note Purchasers, the Administrative Agent or the Funding Agents for purposes of or in connection with this Agreement, including any information relating to the Collateral, taken as a whole, is inaccurate in any material respect, or contains any material misstatement of fact, or omits to state a material fact or any fact necessary to make the statements contained therein not misleading, in each case as of the date such information was stated or certified unless such information has been superseded by subsequently delivered information;

(e)

except as would not reasonably be expected to have a Material Adverse Effect, the Issuer Administrator and its officers are, and to the knowledge of the Issuer Administrator, its directors, employees, agents or other persons acting on behalf of the Issuer Administrator are, (i) in compliance with and not under investigation or threat of investigation, and (ii) and have not engaged in any activity or conduct, in each case which would violate any applicable Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws. The Issuer Administrator will not knowingly (directly or indirectly) use the proceeds of any Advance for any purpose that would breach Anti-Money Laundering Laws;


(f)	the Issuer Administrator has instituted and will maintain in effect policies and procedures designed to ensure compliance with Sanctions, Anti-Money Laundering Laws and Anti-Corruption Laws; and

(g)

notwithstanding anything to the contrary in this Agreement or any other Related Document, these paragraphs 2(b), (c) and (e) to (g) shall not apply in relevant part to the Issuer Administrator or Issuer if they are organized under the laws of any member state of the European Union solely to the extent this paragraph 2(d) would violate the provisions of the "Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom" or any other applicable anti-boycott statute;


3	Conduit Investors and Committed Note Purchasers . Each of the Conduit Investors and each of the Committed Note Purchasers represents and warrants to the Issuer and the Issuer Administrator, as of the Closing Date (or, with respect to each Conduit Investor and each Committed Note Purchaser that becomes a party hereto after the Closing Date, as of the date such Person becomes a party hereto), that:


(a)	it has had an opportunity to discuss the Issuer’s and the Issuer Administrator’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with the Issuer and the Issuer Administrator and their respective representatives;


(b)	it understands that the Issuer Notes will be subject to the restrictions on transfer described in Annex 4 ( Selling Restrictions );


(c)	it will comply with all applicable securities laws in connection with any subsequent resale of the Issuer Notes;


(d)	it is a Qualifying Noteholder;


(e)	it is a “ qualified purchaser ” within the meaning of the Investment Company Act; and

(f)

it is either (i) not a “ U.S. Person ” (as defined in Regulation S) or (ii) a “ U.S. Person ” (as defined in Regulation S) or a U.S. resident (as determined for purposes of the Investment Company Act) and in respect of (ii), (A) it is an “ accredited investor ” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Issuer Notes, or (B) it is purchasing the Issuer Notes for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (f)(ii)(A) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control.

ANNEX 2
COVENANTS

The Issuer and the Issuer Administrator each severally covenants and agrees that, until the Issuer Notes have been paid in full and the Term has expired, it will:


1	Performance of Obligations . Duly and timely perform all of its covenants (both affirmative and negative) and obligations under each Issuer Related Document to which it is a party.


2	Amendments


(a)	Not amend, supplement, waive or otherwise modify, or consent to any amendment, supplement, modification or waiver of:

(i)

Subject to clauses (ii)-(viii) below, any provision of the Issuer Related Documents (other than any waiver of Sub-Clause 7.1 of this Agreement, which waiver shall be governed by Sub-Clause 7.2 of this Agreement) or FleetCo Related Documents without the written consent of the Required Noteholders, unless such amendment, supplement, waiver, modification or consent does not adversely affect the Noteholders, as evidenced by an Officer’s Certificate to that effect delivered by the Issuer Administrator to the Issuer Security Trustee and each Funding Agent; provided that , for the avoidance of doubt, no consent of any Noteholder shall be required with respect to any amendment, supplement, waiver, modification or consent that does not adversely affect the Noteholders, as evidenced in an Officer’s Certificate to that effect delivered in accordance with this paragraph (a)(i);

provided further that , (I) any waiver of a Leasing Company Amortization Event with respect to any FleetCo Note, shall require the written consent of the Required Supermajority Noteholders, unless such amendment, supplement, waiver, modification or consent does not adversely affect the Noteholders, as evidenced by an Officer’s Certificate to that effect delivered by the Issuer Administrator to the Issuer Security Trustee and each Funding Agent;

(II) no consent of any Funding Agent, Noteholder, Committed Note Purchaser or Conduit Investor shall be required for:

(A)

any amendment, supplement, modification or consent with respect to any Interest Rate Cap (A) the sole effect of which amendment, supplement, modification or consent is to (w) increase the notional amount thereunder, (x) modify the notional amortization schedule thereunder applicable during the period between the Expected Final Payment Date and the Legal Final Payment Date (y) decrease the strike rate of or (z) extend the term thereunder (B) if the Issuer is permitted under the Issuer Related Documents to enter into such Interest Rate Cap without the consent of the Noteholders, or


(B)	[Reserved]

(C)

any amendment, supplement, modification or consent with respect to the definitions of “Dutch Commitment Termination Date”, “FCT Commitment Termination Date”, “French Commitment Termination Date”, “German Commitment Termination Date”, “Spanish Commitment Termination Date”, “Dutch Maximum Principal Amount”, “French Maximum Principal Amount”, “German Maximum Principal Amount” or “Spanish Maximum Principal Amount”;


(ii)	any Letter of Credit so that it is not substantially in the form of Exhibit I to this Agreement without written consent of the Required Noteholders;


(iii)	the German FleetCo THC Indemnity or the THC Guarantee and Indemnity without the written consent of each Committed Note Purchaser, each Conduit Investor and each Funding Agent, unless such amendment, supplement, waiver, modification or consent is solely to correct a manifest error as evidenced in an Officer’s Certificate to that effect;

(iv)

any of the following defined terms or any defined terms included in any of the following defined terms (the “ Embedded Defined Terms ”) (unless such amendment, supplement, modification, waiver or consent of or with respect to any of the Embedded Defined Terms does not materially adversely affect the interests of the Noteholders, as evidenced by an Officer’s Certificate to that effect delivered by the Issuer Administrator to each Funding Agent), without the written consent of each Committed Note Purchaser, each Conduit Investor and each Funding Agent:

“Aggregate Asset Amount Deficiency”, “Liquidation Event”, “Issuer Aggregate Asset Amount”, “Dutch Aggregate Asset Amount”, “French Aggregate Asset Amount”, “German Aggregate Asset Amount”, “Spanish Aggregate Asset Amount”, “Manufacturer Program”, “Required Contractual Criteria”, “Asset Coverage Threshold Amount”, “Reference Rate”, “Adjusted Asset Coverage Threshold Amount”, “Class A Up-Front Fee”, “Class B Up- Front Fee”, “Interest Period”, “Dutch AAA Component”, “French AAA Component”, “German AAA Component”, “Spanish AAA Component”, “Commitment Termination Date”, “Eligible Manufacturer Receivable”, “Manufacturer Concentration Excess Amount”, “Manufacturer Percentage”, “Maximum Manufacturer Amount”, “Maximum Non-Investment Grade (High) Program Receivable Amount”, “Non-Investment Grade (High) Program Receivable Concentration Excess Amount”, “Non-Program Vehicle LTM Concentration Failure Percentage”, “FleetCo AAA Select Component”, “Light-Duty Truck Concentration Excess Amount”, “Maximum Light-Duty Truck Amount”, “Non-Program Vehicle Concentration Excess Amount”, “Spain Concentration Excess Amount”, “Spain Concentration Limit”, “CEA Assets”, “Concentration Excess Amount Calculation Convention”, “Individual Concentration Excess Amounts”, “Failure Percentage”, “Market Value Procedures”, “Dutch FleetCo”, “French FleetCo”, “German FleetCo”, “Spanish FleetCo”, “Dutch OpCo”, “French OpCo”, “German OpCo” or “Spanish OpCo”;

(v)

any of the following defined terms, or any defined terms included in any of the following defined terms (the “ Class A Embedded Defined Terms ”) (unless such amendment, supplement, modification, waiver or consent of or with respect to any Class A Embedded Defined Term does not materially adversely affect the interests of the Class A Noteholders, as evidenced by an Officer’s Certificate to that effect delivered by the Issuer Administrator to each Funding Agent), without the written consent of each Class A Committed Note Purchaser, each Class A Conduit Investor and each Class A Funding Agent:

“Class A Commitment”, “Class A Commitment Percentage”, “Class A Conduit Assignee”, “Class A CP Rate”, “Class A Funding Conditions”, “Class A Investor Group Principal Amount”, “Class A Maximum Investor Group Principal Amount”, “Class A Program Fee”, “Dutch Class A Adjusted Advance Rate”, “French Class A Adjusted Advance Rate”, “German Class A Adjusted Advance Rate”, “Spanish Class A Adjusted Advance Rate”, Dutch Class A Baseline Advance Rate”, “French Class A Baseline Advance Rate”, “German Class A Baseline Advance Rate”, “Spanish Class A Baseline Advance Rate”, “Issuer Blended Advance Rate”,

“FleetCo Class A Blended Advance Rate”, “Class A Undrawn Fee”, “Class A Concentration Excess Advance Rate Adjustment” or “Class A MTM/DT Advance Rate Adjustment”;


(vi)	the required amount of Enhancement with respect to the Class A Noteholders without the written consent of each Class A Committed Note Purchaser, each Class A Conduit Investor and each Class A Funding Agent, including:

“Required Letter of Credit/Cash Liquid Enhancement Amount”, “Required Liquid Enhancement Amount” or “Required Reserve Account Amount”;

(vii)

any of the following defined terms, or any defined terms included in any of the following defined terms (the “ Class B Embedded Defined Terms ”) (unless such amendment, supplement, modification, waiver or consent of or with respect to any Class B Embedded Defined Terms does not materially adversely affect the interests of the Class B Noteholders, as evidenced by an Officer’s Certificate to that effect delivered by the Issuer Administrator to each Funding Agent), without the written consent of each Class B Committed Note Purchaser and each Class B Conduit Investor:

“Class B Commitment”, “Class B Commitment Percentage”, “Class B Conduit Assignee”, “Class B CP Rate”, “Class B Funding Conditions”, “Class B Investor Group Principal Amount”, “Class B Maximum Investor Group Principal Amount”, “Class B Program Fee”, “Dutch Class B Adjusted Advance Rate”, “French Class B Adjusted Advance Rate”, “German Class B Adjusted Advance Rate”, “Spanish Class B Adjusted Advance Rate”, “Dutch Class B Baseline Advance Rate”, “French Class B Baseline Advance Rate”, “German Class B Baseline Advance Rate”, “Spanish Class B Baseline Advance Rate”, “Class B Undrawn Fee”, “Issuer Class B Blended Advance Rate”, “FleetCo Class B Blended Advance Rate”, “Class B Concentration Excess Advance Rate Adjustment” or “Class B MTM/DT Advance Rate Adjustment; or


(viii)	the required amount of Enhancement with respect to the Class B Noteholders without the written consent of each Class B Committed Note Purchaser and each Class B Conduit Investor.


(b)	Not, without the consent of each Committed Note Purchaser, each Funding Agent and each Conduit Investor:


(i)	amend or modify the definition of “Required Noteholders” or “Required Supermajority Noteholders” or otherwise reduce the percentage of Noteholders whose consent is required to take any particular action hereunder;


(ii)	extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of or interest on any Issuer Note (or reduce the principal amount of or rate of interest on any Issuer Note or otherwise change the manner in which interest is calculated);


(iii)	extend the due date for, or reduce the amount of any Undrawn Fee payable hereunder;


(iv)	amend or modify Sub-Clause 5.2, Sub-Clause 5.3, Sub-Clause 2.1(a), (e) or (f), Sub-Clause 2.2, Sub-Clause 2.3, Sub-Clause 2.5, Sub-Clause 3.1, Sub-Clause 5.4, Sub-Clause 7.1, Clause 9, Sub-Clause 11.10, or this paragraph (2) of Annex 2 of this Agreement or otherwise amend or modify any provision relating to the amendment or modification of this Agreement or that pursuant to the Issuer Related

Documents which would require the consent of 100% of the Noteholders or each Noteholder affected by such amendment or modification;


(v)	approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder;


(vi)	release the Issuer from any obligation hereunder;


(vii)	reduce, modify or amend any indemnities in favor of any Conduit Investors, Committed Note Purchasers or Funding Agents;


(viii)	affect adversely the interests, rights or obligations of any Conduit Investor or Committed Note Purchaser individually in comparison to any other Conduit Investor or Committed Note Purchaser; or


(ix)	alter the pro rata treatment of payments to and Advances by the Noteholders, the Conduit Investors and the Committed Note Purchasers (including, for the avoidance of doubt, alterations that provide for any non- pro rata payments to or Advances by any Noteholders, Conduit Investors or Committed Note Purchasers that are not expressly provided for as of the Closing Date).

Delivery of Information. (i) At the same time any report, notice, certificate, statement, Opinion of Counsel or other document is provided or caused to be provided to the Issuer Security Trustee by the Issuer or the Issuer Administrator under the Issuer Related Documents, provide the Administrative Agent (who shall provide a copy thereof to the Committed Note Purchasers, the Conduit Investors and the Funding Agents) with a copy of such report, notice, certificate, Opinion of Counsel or other document, (ii) at the same time any report is provided or caused to be provided by a FleetCo to the FleetCo Security Trustee pursuant to Sub-Clause 5.1(g) of the relevant FleetCo Facility Agreement, provide or cause to be provided to the Administrative Agent a copy of such report and (iii) provide the Administrative Agent and each Funding Agent such other information with respect to the Issuer or the Issuer Administrator as the Administrative Agent or any Funding Agent may from time to time reasonably request; provided however, that neither the Issuer nor the Issuer Administrator shall have any obligation under this paragraph 2(a) to deliver to the Administrative Agent copies of any legal opinions or routine communications, including determinations relating to payments, payment requests, payment directions or other similar calculations. For the avoidance of doubt, nothing in this paragraph 2(a) shall require any Opinion of Counsel provided to any Person pursuant to this paragraph 2(a) to be addressed to such Person or to permit such Person any basis on which to rely on such Opinion of Counsel.

Access to Collateral Information . At any time and from time to time, following reasonable prior notice from the Administrative Agent or any Funding Agent, and during regular business hours, permit, and, if applicable, cause a FleetCo to permit, the Administrative Agent or any Funding Agent, or their respective agents or representatives (including any independent public accounting firm, independent consulting firm or other third party auditors) or permitted assigns, access to the offices of, the Issuer Administrator and the Issuer, as applicable,

(i)

to examine and make copies of and abstracts from all documentation relating to the Collateral on the same terms as are provided to the Issuer Security Trustee under Sub-Clause 6.12 of the Issuer Note Framework Agreement (but excluding making copies of or abstracts from any information that the Issuer Administrator or the Issuer reasonably determines to be proprietary or confidential; provided that , for the avoidance of doubt, all data and information used to calculate any MTM/DT Advance Rate Adjustment or lack thereof shall be deemed to be proprietary and confidential), and

(ii)

upon reasonable notice, to visit the offices and properties of, the Issuer Administrator and the Issuer for the purpose of examining such materials described in sub-paragraph (i) above, and to discuss matters relating to the Collateral, or the administration and performance of this Agreement, the Issuer Note Framework Agreement and the other Issuer Related Documents with any of the Authorized Officers or other nominees as such officers specify, of the Issuer Administrator and/or the Issuer, as applicable, having knowledge of such matters, in each case as may reasonably be requested; provided that , (i) prior to the occurrence of an Amortization Event or Potential Amortization Event, in each case, with respect to the Issuer Notes, one such visit per annum, if requested, coordinated by the Administrative Agent and in which each Funding Agent may participate shall be at the Issuer’s sole cost and expense and (ii) during the continuance of an Amortization Event or Potential Amortization Event, in each case, with respect to the Issuer Notes, each such visit shall be at the Issuer’s sole cost and expense.

Each party making a request pursuant to this paragraph 4 shall simultaneously send a copy of such request to each of the Administrative Agent and each Funding Agent, as applicable, so as to allow such other parties to participate in the requested visit.

Cash AUP. At any time and from time to time from the Payment Date occurring in March 2019, following reasonable prior notice from the Administrative Agent, cooperate with the Administrative Agent or its agents or representatives (including any independent public accounting firm, independent consulting firm or other third party auditors) or permitted assigns in conducting a review of any ten (10) Business Days selected by the Administrative Agent (or its representatives or agents), confirming (i) the information contained in the Issuer Daily Collection Report for each such day, (ii) that the Issuer Collections described in each such Issuer Daily Collection Report for each such day were applied correctly in accordance with Clause 5 ( Priority of Payments ) of the Issuer Facility Agreement, (iii) the information contained in each FleetCo Daily Collection Report for each such day and (iv) that the FleetCo Collections described in each such FleetCo Daily Collection Report for each such day were applied correctly in accordance with Clause 6 ( Allocation and Application of Collections ) of the relevant FleetCo Facility Agreement (a “ Cash AUP ”); provided that, such Cash AUPs shall be at the Issuer’s sole cost and expense (i) for no more than one such Cash AUP per annum prior to the occurrence of an Amortization Event or Potential Amortization Event, in each case with respect to the Issuer Notes, and (ii) for each such Cash AUP after the occurrence and during the continuance of an Amortization Event or Potential Amortization Event, in each case with respect to the Issuer Notes.

Noteholder Statement AUP . On or prior to the Payment Date occurring in March 2019 and on or prior to the Payment Date occurring in July of each year, commencing in 2020, the Issuer Administrator shall cause a firm of independent certified public accountants or independent consultants (reasonably acceptable to both the Administrative Agent and the Issuer Administrator, which may be the Issuer Administrator’s accountants) to deliver to the Administrative Agent and each Funding Agent, a report in a form reasonably acceptable to the Issuer and the Administrative Agent (a “ Noteholder Statement AUP ”); provided that , such Noteholder Statement AUPs shall be at the Issuer's sole cost and expense (i) for no more than one such Noteholder Statement AUP per annum prior to the occurrence of an Amortization Event or Potential Amortization Event, in each case with respect to the Issuer Notes and (ii) for each such Noteholder Statement AUP after the occurrence and during the continuance of an Amortization Event or Potential Amortization Event, in each case with respect to the Issuer Notes.


7	[RESERVED]


8	[RESERVED]


9	Financial Statements. Commencing on the Closing Date, deliver to each Funding Agent within 120 days after the end of each fiscal year of the Issuer, the financial statements prepared pursuant to Sub-Clause 6.24(g) of the Issuer Note Framework Agreement.

Servicer Reports. In the case of the Issuer Administrator, for so long as a Liquidation Event is continuing, furnish or cause each Servicer to furnish to the Administrative Agent and each Noteholder, the Servicer Reports prepared in accordance with Sub-Clause 6.7 ( Servicer Records and Servicer Reports ) of each Master Lease; provided that any Servicer may furnish or cause to be furnished to the Administrative Agent any such Servicer Report, by posting, or causing to be posted, the relevant Servicer Report to a password-protected website made available to the Administrative Agent or by any other reasonable means of electronic transmission (including, without limitation, e-mail, file transfer protocol or otherwise).

Further Assurances . At any time and from time to time, upon the written request of the Administrative Agent, and at its sole expense, promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Administrative Agent may reasonably deem desirable in obtaining the full benefits of this Agreement and of the rights and powers herein granted, including any filing necessary with respect to the security interests granted pursuant to the Issuer Security Documents.


12	Issuer Administrator Replacement . Not appoint or agree to the appointment of any successor Issuer Administrator (other than the Issuer Back-Up Administrator) without the prior written consent of the Required Noteholders.


13	FleetCo Administrator Replacement . Not appoint or agree to the appointment of any successor FleetCo Administrator (other than each FleetCo Back-Up Administrator) without the prior written consent of the Required Noteholders.


14	Liquidation Co-ordination Agreement Amendments . Not amend any Liquidation Co-ordination Agreement in a manner that materially adversely affects the Noteholders, as determined by the Administrative Agent in its sole discretion, without the prior written consent of the Required Noteholders.

Independent Directors . (x) Not remove any Independent Director of the Issuer or any FleetCo, without (i) delivering an Officer’s Certificate to the Administrative Agent certifying that the replacement Independent Director of the applicable entity satisfies the definition of Independent Director and (ii) obtaining the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed), in each case, no later than ten (10) Business Days prior to the effectiveness of such removal (or such shorter period as may be agreed to by the Administrative Agent) and (y) not replace any Independent Director of the Issuer or any FleetCo unless (i) it has obtained the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed) or (ii) such replacement Independent Director is an officer, director or employee of an entity that provides, in the ordinary course of its business, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and otherwise meets the applicable definition of Independent Director; provided that , for the avoidance of doubt, in the event that an Independent Director of the Issuer or any FleetCo is removed in connection with any such replacement, the Issuer or such FleetCo, as applicable, and the Issuer Administrator shall be required to effect such removal in accordance with paragraph (x) above.

Notice of Certain Amendments . Within five (5) Business Days of the execution of any amendment or modification of any Issuer Related Document or any FleetCo Related Document, the Issuer Administrator shall provide written notification of such amendment or modification to Standard & Poor’s, Fitch Ratings or Moody’s respectively for so long as Standard & Poor’s, Fitch Ratings or Moody’s, as applicable, is rating any Commercial Paper; provided that the Funding Agent with respect to the Investor Group that issues any such Commercial Paper shall notify the Issuer Administrator in writing whether such Commercial Paper is rated by Standard & Poor’s, Fitch Ratings or Moody’s.

Rating Agency Limitation on Permitted Investments . For so long as any Commercial Paper is being rated by Standard & Poor’s, Fitch Ratings or Moody’s respectively and the Funding Agent with respect the Investor Group that issues such Commercial Paper has notified the Issuer in writing that such Commercial Paper has not been issued on a “fully-wrapped” basis (and, if so notified, until such notice has been revoked by such Funding Agent), neither the Issuer Administrator nor the Issuer shall invest, or direct the investment of, any funds on deposit in any Accounts, in a Permitted Investment that is a Permitted Investment pursuant to paragraph (viii) of the definition thereof (an “Additional Permitted Investment”), unless the Issuer Administrator shall have received confirmation in writing from Standard & Poor’s, Fitch Ratings or Moody’s respectively that the investment of such funds in an Additional Permitted Investment will not cause the rating on such Commercial Paper being rated by Standard & Poor’s, Fitch Ratings or Moody’s, as applicable, to be reduced or withdrawn.


18	[Reserved]


19	Merger .


(i)	Solely with respect to the Issuer, not be a party to any merger or consolidation without the prior written consent of each Committed Note Purchaser, each Conduit Investor and each Funding Agent.


(ii)	Solely with respect to the Issuer Administrator, not permit or suffer any FleetCo to be a party to any merger or consolidation without the prior written consent of each Committed Note Purchaser, each Conduit Investor and each Funding Agent.


20	Market Value Procedures .

Comply with the Market Value Procedures in all material respects.


21	Enhancement Provider Ratings . Solely with respect to the Issuer Administrator, at least once every calendar month, determine (a) whether any Letter of Credit Provider has been subject to a Downgrade Event, (b) whether each Interest Rate Cap Provider is an Eligible Interest Rate Cap Provider and (c) whether each Account Bank is an Acceptable Bank.


22	[RESERVED]


23	Additional Leasing Companies. Solely with respect to the Issuer, not designate any Additional Leasing Company or acquire any Additional Leasing Company Notes, in each case, without the prior written consent of each Committed Note Purchaser and each Conduit Investor.


24	[RESERVED]


25	Financial Statements and Other Reporting . Solely with respect to the Issuer Administrator, furnish or cause to be furnished to each Funding Agent:


(i)	commencing on the Closing Date, within 9 months after the end of each of the Issuer Administrator’s financial years, copies of the Issuer Administrator’s annual accounts, strategic report and directors’ report prepared pursuant to Part 15 of the Companies Act 2006;

(ii)

simultaneously with the delivery of the annual accounts referred to in (i) above, an Officer’s Certificate of each Lessee stating whether, to the knowledge of such officer, there exists on the date of the certificate any condition or event that then constitutes, or that after notice or lapse of time or both would constitute, a Potential Lease Event of Default or Lease Event of Default, and, if any such condition or event exists, specifying the nature and period of existence thereof and the action such Lessee is taking and proposes to take with respect thereto;


(iii)	promptly after obtaining actual knowledge thereof, notice of any Manufacturer Event of Default or termination of a Manufacturer Program; and

The financial data that shall be delivered to the Funding Agents pursuant to the foregoing paragraph (i) shall be prepared in conformity with GAAP.

26 [RESERVED]

Non-Program Vehicle Report. On the Payment Date in March 2019 and on the Payment Date in May of each year, commencing in May 2020, the Issuer shall cause an internationally recognized firm of independent certified public accountants to furnish a report to the Issuer Security Trustee to the effect that they have performed certain agreed upon procedures with respect to the calculations of (i) the Disposition Proceeds received by each FleetCo 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.

Calculation of interest rates. For each Interest Period, the Issuer will calculate the Dutch Note Rate, the French Facility Advance Rate, the German Note Rate and the Spanish Note Rate in such a manner as to ensure that the aggregate amount payable by the Fleetcos under the Fleetco Notes and the French Facility for such Interest Period is at least equal to the aggregate amount owed by the Issuer for interest and Carrying Charges payable by the Issuer pursuant to Sub-Clause 5.3 ( Application of Funds in the Issuer Interest Collection Account ) of the Issuer Facility Agreement.


29	Substitution Right .

(i)

If there is a change in Tax law which will, in the reasonable opinion of the Issuer Security Trustee (having obtained, at the cost of the Issuer, an opinion addressed to the Issuer and the Issuer Security Trustee from tax counsel to this effect), result in the Issuer, until the Legal Final Payment Date, ceasing to be solely resident in Ireland for tax purposes then the Issuer shall use reasonable endeavours to arrange, at its option, for either:


(A)	the re-domiciliation of the Issuer to another jurisdiction approved by the Issuer Security Trustee (acting on the instructions of each Class A Conduit Investor, each Class A Committed Note Purchaser and each Class A Funding Agent); or


(B)	subject to the conditions set out in the following paragraph (ii), the substitution of a company incorporated in another jurisdiction approved by the Issuer Security Trustee (acting on the instructions of each Class A Conduit Investor, each Class A Committed Note Purchaser and each Class A Funding Agent (the “ New Company ”) as the principal obligor under the Issuer Notes.


(ii)	The conditions mentioned in the foregoing paragraph (i) are as follows:


(A)	the New Company agrees, in a form and manner satisfactory to the Issuer Security Trustee (acting on the instructions of each Class A Conduit Investor, each Class A Committed Note Purchaser and each Class A Funding Agent), to be bound by the Issuer Related Documents;


(B)	the Issuer and the New Company shall comply with such other reasonable requirements as the Issuer Security Trustee (acting on the instructions of each Class A Conduit Investor, each Class A Committed Note Purchaser and each Class A Funding Agent) may direct; and


(C)	the Issuer Security Trustee (acting on the instructions of each Class A Conduit Investor, each Class A Committed Note Purchaser and each Class A Funding Agent) shall be satisfied that:


(1)	all governmental and regulatory approvals and consents necessary for or in connection with the assumption by the New Company of liability as principal debtor in respect of, and of its obligations under, the Issuer Notes have been obtained; and


(2)	such approvals and consents are at the time of substitution in full force and effect.


30	EU Risk Retention . Following the issuance of Additional Issuer Notes after 1 January 2019:


(i)	the Issuer confirms it has been designated as the entity to fulfil the information requirements contemplated by Article 7(2) of the EU Securitisation Regulation as an "SSPE" (as defined in the EU Securitisation Regulation) and accordingly agrees to comply with such information requirements as from the time of such issuance; and

(ii)

as from the time of such issuance the Issuer agrees to use reasonable efforts to provide all such information in connection with the transactions governed by the Issuer Related Documents additional to the information provided pursuant to (a) above as may be reasonably requested in writing by the Administrative Agent on behalf of any Class A Noteholder where information is necessary to be provided to enable any entity which is a sponsor under the EU Securitisation Regulation of an asset backed commercial paper conduit to satisfy such sponsor's respective obligations (if any) under the EU Securitisation Regulation in connection with the Transaction, such information to be provided as soon as reasonably practicable following such request provided that the Class A Noteholder has confirmed such necessity.

ANNEX 3
CONDITIONS PRECEDENT

The effectiveness of this Agreement is subject to the following, (x) in the case of (6), as of the date specified therein and (y) in each other case, as of the Closing Date:

Corporate Documents


1	A copy of the constitutional documents of the Issuer, the Issuer Administrator, each FleetCo and each OpCo (certified as a true copy by an authorised signatory of the relevant entity) (it being acknowledged that, in lieu of constitutional documentation, Spanish FleetCo will provide documentation evidencing the establishment of the Spanish branch of Stuurgroep Fleet (Netherlands) B.V.).

A copy of (a) a board resolution of each of the Issuer, the Issuer Administrator, each FleetCo (other than French FleetCo) and each OpCo (other than French OpCo) and (b) a shareholder resolution of each of French FleetCo and French OpCo, in each case, approving the execution, delivery and performance of each Related Document to which it is a party and the terms and conditions thereof and authorising a named person or persons to sign the Related Documents and any documents, notices or requests to be delivered by the relevant entity pursuant to any such document (certified as a true copy by an authorized signatory of the relevant entity).


3	A specimen of the signature of each person authorised by the board resolutions referred to in paragraph 2 above in relation to the Related Documents and any documents, notices or requests to be delivered by the relevant entity pursuant to any such document.


4	A solvency certificate of the Issuer, each FleetCo and each OpCo (it being acknowledged that a single solvency certificate will be provided in respect of Dutch FleetCo and Spanish FleetCo jointly).

Transaction documents


5	The Related Documents duly executed by each of the parties thereto (other than the Dutch Notarised Documents, as such term is defined under the Escrow Deed).


6	On or prior to the tenth day following the Closing Date, the Interest Rate Cap Documents duly executed by each of the parties thereto including any related confirmation.


7	Supplemental indenture releasing German FleetCo as a guarantor under the senior notes due 2021 issued by Hertz Holdings Netherlands B.V., duly executed by each of the parties thereto.


8	Supplemental indenture releasing German FleetCo as a guarantor under the senior notes due 2023 issued by Hertz Holdings Netherlands B.V., duly executed by each of the parties thereto.


9	The global deed of release relating to the revolving credit facility of Hertz Holdings Netherlands B.V., duly executed by each of the parties thereto.

Legal opinions / analysis


10	Capacity Opinions


(a)	Capacity opinion from Linklaters France in respect of French FleetCo and French OpCo.


(b)	Capacity opinion from Linklaters Netherlands in respect of the Issuer, Hertz Holdings Netherlands B.V., Dutch FleetCo, Dutch OpCo and Spanish FleetCo.


(c)	Capacity opinion from Linklaters Spain in respect of Spanish OpCo.


(d)	Capacity opinion from Linklaters Germany in respect of German OpCo.


(e)	Capacity opinion from A&L Goodbody in respect of Hertz International Treasury Limited and German FleetCo.


(f)	Capacity opinion from Weil, Gotshal & Manges (London) LLP in respect of the Issuer Administrator.


(g)	Capacity opinion from Mourant Ozannes in respect of the Trustee of the Hertz Funding France Trust.


(h)	In-house capacity opinion from KPMG LLP.


(i)	In-house capacity opinion from The Hertz Corporation.


(j)	In-house no conflict opinion from The Hertz Corporation with respect to the high yield bond documentation relating to Hertz Holdings Netherlands B.V.


11	Enforceability Opinions


(a)	Enforceability opinion from Weil, Gotshal & Manges (London) LLP in respect of certain English law governed documents.


(b)	Enforceability opinion from A&L Goodbody in respect of certain Irish law governed documents.


(c)	Enforceability opinion from Linklaters France in respect of certain French law governed documents.


(d)	Enforceability opinion from Linklaters Netherlands in respect of certain Dutch law governed documents.


(e)	Enforceability opinion from Linklaters Spain in respect of certain Spanish law governed documents.


(f)	Enforceability opinion from Linklaters Germany in respect of certain German law governed documents.


(g)	Enforceability opinion from Mourant Ozannes in respect of the Instrument of Trust governing the Hertz Funding France Trust.


12	Tax and VAT Opinions


(a)	Tax and VAT opinion from Fidal in respect of French Tax and VAT.


(b)	Tax and VAT opinion from Linklaters Netherlands in respect of Dutch Tax and VAT.


(c)	Tax and VAT opinion from Linklaters Spain in respect of Spanish Tax and VAT.


(d)	Tax and VAT opinion from Linklaters Germany in respect of German Tax and VAT.


(e)	Tax and VAT opinion from A&L Goodbody in respect of Irish Tax and VAT.


13	Legal Analysis and Memos


(a)	Bankruptcy remoteness memos from Arthur Cox in respect of the Issuer and German FleetCo.


(b)	Bankruptcy remoteness memos from Clifford Chance in respect of Dutch FleetCo, French FleetCo and Spanish FleetCo.


(c)	Insolvency and vehicle repossession analysis from Clifford Chance in respect of the Netherlands, France, Germany and Spain.


(d)	Set-off analysis from Clifford Chance in respect of each FleetCo.


(e)	Effectiveness of retention of title analysis from Clifford Chance in respect of Dutch FleetCo, French FleetCo and Spanish FleetCo.


(f)	Effectiveness of retention of title analysis from Arthur Cox in respect of German FleetCo.


(g)	Third party rights analysis from Clifford Chance in respect of French FleetCo, German FleetCo and Spanish FleetCo.


(h)	Tax liquidation memos from Linklaters in respect of the Netherlands, Spain and Germany.


(i)	Tax liquidation memo from Fidal in respect of France.


(j)	Tax liquidation memo from KPMG in respect of certain tax matters in the Netherlands.


(k)	VAT memo from Linklaters in respect of Spain.


(l)	VAT memo from FIDAL in respect of France.


(m)	VAT memo from KPMG in respect of the Netherlands and Ireland.


(n)	Analysis on whether leasing activities are licensable from Clifford Chance in respect of Germany.


(o)	Labour law memo from Clifford Chance in respect of Spain.


(p)	Risk Retention memo from Clifford Chance.


(q)	Volcker memo from Clifford Chance.


(r)	Insurance memo from Linklaters in respect of the Netherlands.


(s)	Insurance memo from Linklaters in respect of France.


(t)	Insurance memo from Linklaters in respect of Germany.


(u)	Insurance memo from Linklaters in respect of Spain.

Miscellaneous


14	Process agent letter between the Issuer and Hertz Europe Limited evidencing that Hertz Europe Limited has accepted its appointment as process agent under Clause 11.9(d) ( Service of Process ).


15	Evidence satisfactory to the Administrative Agent acting reasonably that each Noteholder has carried out and is reasonably satisfied (acting within the framework of its "know your customer" policies) with the results of all necessary "know your customer" requirements and anti-money laundering approvals or other similar checks under all applicable laws and regulations pursuant to the transaction.


16	Evidence required by the Administrative Agent for the purpose of any reasonable "know your customer" requirements.


17	Evidence that any fees, costs and expenses then due from the Issuer pursuant to Clause 3 ( Interest, Fees and Costs ) have been paid or will be paid by or on the Closing Date.


18	Receipt of evidence that each Class A Committed Note Purchaser will receive the Class A Up-Front Fee owing to it on the Closing Date.


19	The latest annual financial statements of the Issuer.


20	Confirmation that each Issuer Account and each FleetCo Collection Account has been opened with the relevant Account Bank.


21	Credit assessment letter from DBRS.

ANNEX 4
SELLING RESTRICTIONS


1	GENERAL


1.1	No Action to Permit Public Offering

Each Noteholder acknowledges that no action has been or will be taken in any jurisdiction by the Issuer that would permit a public offering of the Issuer Notes or Advances or possession or distribution of any offering material in relation to the Issuer Notes or Advances, in any country or jurisdiction where action for that purpose is required.


1.2	Compliance with Applicable Laws by Noteholders

Each Noteholder undertakes to the Issuer that it will comply with all applicable laws and regulations in each country or jurisdiction in which it purchases, offers, sells or delivers the Issuer Notes or Advances or has in its possession, distributes or publishes such offering material, in all cases at its own expense.


2	UNITED STATES


2.1	No registration under the United States Securities Act of 1933, as amended (the “ Securities Act ”)

(a)

the Issuer Notes and Advances have not been and will not be registered or qualified under the Securities Act or the securities laws of any state of the United States or the securities laws of any other jurisdiction and, except pursuant to an exception from or in a transaction not subject to the registration requirements of the Securities Act, may not be offered and sold within the United States or to or for the benefit of US persons, as defined under Regulation S (“ Regulation S ”) under the Securities Act, that the Issuer Notes may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available or in a transaction not subject to the registration requirements of the Securities Act, that the Issuer is not required to register the Issuer Notes, and that any transfer must comply with the provisions of the Issuer Note Framework Agreement and clause 9 of the Issuer Facility Agreement.


(b)	Each Noteholder that is a “ U.S. Person ” (as defined in Regulation S) or a U.S. resident (as determined for purposes of the Investment Company Act), by acquiring an Issuer Note or Advances, or an interest therein, will be deemed to have acknowledged, represented and agreed that:

(i)

it is a “ qualified institutional buyer ” (as defined in Rule 144A under the Securities Act) and (in the case of any sale or transfer after the initial sale by the Issuer) is aware that such sale or transfer to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer and the Issuer Notes as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor of an Issuer Note or Advances is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A, or it is an “ accredited investor ” as defined in paragraphs (1), (2), (3) or (7) of Rule 501, promulgated by the United States Securities and Exchange Commission under the Securities Act;


(ii)	it is a “ qualified purchaser ” within the meaning of the Investment Company Act;


(iii)	it is acquiring an Issuer Note or Advances, or interest therein, for its own account, or for one or more accounts each of which is a qualified institutional buyer, and as to which it exercises sole investment discretion;


(iv)	neither it, not any of its affiliates nor any person acting on its behalf, has engaged or will engage in any form of general solicitation or general advertising (as such terms are used in Rule 502(c) under the Securities Act) in connection with any offer or sale of an Issuer Note or Advances, or interest therein; and


(v)	it has made its investment in the Issuer Notes or Advances, or interest therein, for its own account for investment and not with a view to the offer, sale or distribution thereof, in whole or in part, and it will not assign or transfer any of its rights or obligations thereunder except in compliance with Clause 9 of the Issuer Facility Agreement.


(c)	Each Noteholder that is not a “ U.S. Person ” (as defined in Regulation S), by acquiring the Note or Advances, or an interest therein, will be deemed to have acknowledged, represented and agreed that:


(i)	it is not a U.S. Person and is not and will not be acting for the account or benefit of a U.S. person;


(ii)	it is a “ qualified purchaser ” within the meaning of the Investment Company Act;


(iii)	neither it nor any of its affiliates nor any person acting on its behalf has engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to the Issuer Notes or Advances, or interest therein; and


(iv)	it has made its investment in the Issuer Notes or Advances, or interest therein, for its own account for investment and not with a view to the offer, sale or distribution thereof, in whole or in part, and it will not assign or transfer any of its rights or obligations thereunder except in compliance with Clause 9 of the Issuer Facility Agreement.


2.2	Compliance by Issuer with United States securities laws


(a)	The Issuer represents, warrants and agrees that:


(i)	neither it nor any of its affiliates (including any person acting on behalf of the Issuer or any of its affiliates) has offered or sold, or will offer or sell, any Issuer Note or Advances in any circumstances which would require the registration of any of the Issuer Notes under the Securities Act;


(ii)	neither the Issuer nor any of its affiliates nor any person acting on its or their behalf has engaged or will engage in any "directed selling efforts" (as defined in Regulation S) with respect to the Issuer Notes or Advances;


(iii)	neither the Issuer nor any of its affiliates nor any person acting on its or their behalf has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) in connection with any offer or sale of the Issuer Notes or Advances in the United States; and


(iv)	it is a “foreign issuer” (as such term is defined in Regulation S) which reasonably believes that there is no “substantial US market interest” (as such term is defined in Regulation S) in its debt securities (as defined in Regulation S).


3	QUALIFYING NOTEHOLDERS

Each Conduit Investor and each Committed Note Purchaser, or the Funding Agent on behalf of each Conduit Investor and each Committed Note Purchaser, covenants to the Issuer and the Issuer

Administrator that for as long as the Conduit Investor or Committed Note Purchaser holds any Issuer Notes, it will promptly inform the Issuer and the Issuer Administrator if the Conduit Investor or Committed Note Purchaser ceases to be a Qualifying Noteholder.

EXHIBIT C
TO
ISSUER FACILITY AGREEMENT

FORM OF REDUCTION NOTICE REQUEST
LETTER OF CREDIT

Credit Agricole Corporate and Investment Bank, as Administrative Agent
12 Place des Etats-Unis

CS 70052

92547 Montrouge Cedex

France

Attention: [ ●]

[ Insert date ]

Request for reduction of the stated amount of the Letter of Credit under the letter of credit agreement, dated as of [ ● ] (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof as of the date hereof, the “Letter of Credit Agreement”), between [ ● ] and [ ● ] as the Issuing Bank.

The undersigned, a duly authorized officer of Hertz Europe Limited, in its capacity as Issuer Administrator, hereby certifies to Credit Agricole Corporate and Investment Bank, in its capacity as the Administrative Agent (the “ Administrative Agent ”) under the Issuer Facility Agreement referred to in the Letter of Credit Agreement (as may be amended, supplemented, amended and restated or otherwise modified from time to time, the “ Issuer Facility Agreement ”) as follows:


1.	The Letter of Credit Amount as of the date of this request prior to giving effect to the reduction of the stated amount of the Letter of Credit requested in paragraph 2 of this request is €[ ●] .

The Administrative Agent is hereby requested pursuant to Clause 5.7(c) ( Reductions in Stated Amounts of the Letters of Credit ) of the Issuer Facility Agreement to execute and deliver to the Letter of Credit Provider a notice of reduction substantially in the form of Annex E ( Notice of Reduction of Letter of Credit Amount ) to the Letter of Credit (the “ Notice of Reduction ”) for a reduction (the “ Reduction ”) in the stated amount of the Letter of Credit by an amount equal to €[ ●] . The Administrative Agent is requested to execute and deliver the Notice of Reduction promptly following its receipt of this request, and in no event more than two (2) Business Days following the date of its receipt of this request (as required pursuant to Clause 5.7(c) ( Reductions in Stated Amounts of the Letters of Credit ) of the Issuer Facility Agreement), and to provide for the reduction pursuant to the Notice of Reduction to be as of [ insert date ] . The undersigned understands that the Administrative Agent will be relying on the contents hereof. The undersigned further understands that the Administrative Agent shall not be liable to the undersigned for any failure to transmit (or any delay in transmitting) the Notice of Reduction (including any fees and expenses attributable to the stated amount of the Letter of Credit not

C-1

being reduced in accordance with this paragraph) to the extent such failure (or delay) does not result from the gross negligence or willful misconduct of the Administrative Agent.


3.	To the best of the knowledge of the undersigned, the Letter of Credit Amount will be €[ ●] as of the date of the reduction (immediately after giving effect to such reduction) requested in paragraph 2 of this request.

The undersigned acknowledges and agrees that each of (a) the execution and delivery of this request by the undersigned, (b) the execution and delivery by the Administrative Agent of a Notice of Reduction of the stated amount of the Letter of Credit, substantially in the form of Annex E ( Notice of Reduction of Letter of Credit Amount ) to the Letter of Credit, and (c) the Letter of Credit Provider’s acknowledgment of such notice constitutes a representation and warranty to the Letter of Credit Provider and the Administrative Agent (i) by the undersigned, in its capacity as Issuer Administrator, that each of the statements set forth in the Letter of Credit Agreement is true and correct and (ii) by the undersigned, in its capacity as Issuer Administrator under the Issuer Facility Agreement, that (A) the Adjusted Liquid Enhancement Amount will equal or exceed the Required Liquid Enhancement Amount and (B) no Issuer Aggregate Asset Amount Deficiency will exist immediately after giving effect to such reduction.

The undersigned agrees that if on or prior to the date as of which the stated amount of the Letter of Credit is reduced by the amount set forth in paragraph 2 of this request the undersigned obtains knowledge that any of the statements set forth in this request is not true and correct or will not be true and correct after giving effect to such reduction, the undersigned shall immediately so notify the Letter of Credit Provider and the Administrative Agent by telephone and in writing by telefacsimile in the manner provided in the Letter of Credit Agreement and the request set forth herein to reduce the stated amount of the Letter of Credit shall be deemed canceled upon receipt by the Letter of Credit Provider of such notice in writing.


6.	Capitalized terms used herein and not defined herein have the meanings set forth in the master definitions and constructions agreement signed by, amongst others, the parties hereto dated on the Signing Date, as amended, modified or supplemented from time to time.


7.	The parties hereto acknowledge and agree that the rights and obligations under this Letter of Credit shall become effective at the Effective Date.

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IN WITNESS WHEREOF , Hertz Europe Limited, as Issuer Administrator, has executed and delivered this request on [ insert date ].

Hertz Europe Limited

as Issuer Administrator

By:    ______________________
    Name:
    Title:

C-3

EXHIBIT D

ISSUER FACILITY AGREEMENT

FORM OF LEASE PAYMENT
DEFICIT NOTICE

BNP Paribas Trust Corporation UK Limited, as Issuer Security Trustee

10 Harewood Avenue

London, NW1 6AA

Attention: The Directors

Credit Agricole Corporate and Investment Bank, as Administrative Agent
12 Place des Etats-Unis

CS 70052

92547 Montrouge Cedex

France

Attention: [ ●]

[ Insert date ]

This Lease Payment Deficit Notice is delivered to you pursuant to Clause 5.9(b) ( Certain Instructions to the Issuer Security Trustee ) of the issuer facility agreement, dated as of 25 September 2018 (as may be amended, supplemented, amended and restated or otherwise modified from time to time, the “ Issuer Facility Agreement ”), by and among International Fleet Financing No.2 B.V. as Issuer, BNP Paribas Trust Corporation UK Limited as Issuer Security Trustee, Hertz Europe Limited as Issuer Administrator (the “ Issuer Administrator ”), Credit Agricole Corporate and Investment Bank as Administrative Agent, certain committed note purchasers, certain conduit investors and certain funding agents.

Capitalized terms used herein have the meanings provided in the master definitions and constructions agreement signed by, amongst others, the parties hereto dated on the Signing Date, as amended, modified or supplemented from time to time .

The parties hereto acknowledge and agree that the rights and obligations under this Lease Payment Deficit Notice shall become effective at the Effective Date.

Pursuant to paragraphs (a) and (b) of Clause 5.9 ( Certain Instructions to the Issuer Security Trustee ) of the Issuer Facility Agreement, Hertz Europe Limited, in its capacity as Issuer Administrator under the Issuer Related Documents, hereby provides notice of a Lease Payment Deficit in the amount of €[ ●] (consisting of a Lease Interest Payment Deficit in the amount of €[ ●] and a Lease Principal Payment Deficit in the amount of €[ ●] ).

D-1

HERTZ EUROPE LIMITED

as Issuer Administrator

By:______________________________

Name:____________________________

Title:_____________________________

D-2

EXHIBIT E-1
TO
ISSUER FACILITY AGREEMENT

FORM OF CLASS A NOTE PURCHASER’S LETTER

BNP Paribas Securities Services, Luxembourg Branch, as Registrar
60 avenue J.F. Kennedy

L-1855 Luxembourg

(Postal address: L–2085 Luxembourg)

Attention: Corporate Trust Operations

International Fleet Financing No.2 B.V.

Fourth Floor

3 George’s Dock

IFSC

Dublin 1, Ireland

Attention: The Directors

[ Insert date ]

Re: International Fleet Financing No.2 B.V. (the “ Issuer ”)

Variable class A funding notes issued by the Issuer pursuant to the Issuer Facility Agreement (as defined below)

Reference is made to the issuer facility agreement, dated as of 25 September 2018 (as may be amended, supplemented, amended and restated or otherwise modified from time to time, the “ Issuer Facility Agreement ”), by and among International Fleet Financing No.2 B.V. as Issuer, BNP Paribas Trust Corporation UK Limited as Issuer Security Trustee, Hertz Europe Limited as Issuer Administrator (the “ Issuer Administrator ”), Credit Agricole Corporate and Investment Bank as Administrative Agent, certain committed note purchasers, certain conduit investors and certain funding agents.

The parties hereto acknowledge and agree that the rights and obligations under this Class A Note Purchaser’s Letter shall become effective at the Effective Date.

E-1-1

In connection with a proposed purchase of certain Class A Notes from [ ●] by the undersigned, the undersigned hereby represents and warrants that:


1.	it has had an opportunity to discuss the Issuer’s and the Issuer Administrator’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with the Issuer and the Issuer Administrator and their respective representatives;

it is either (a) not a “ U.S. Person ” (as defined in Regulation S or (b) a “ U.S. Person ” (as defined in Regulation S) or a U.S. resident (as determined for purposes of the Investment Company Act) and (i) it is a “ qualified institutional buyer ” (as defined in Rule 144A under the Securities Act) and (in the case of any sale or transfer after the initial sale by the Issuer) is aware that such sale or transfer to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer and the Issuer Notes as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor of an Issuer Note or Advances is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A, (ii) it is an “ accredited investor ” as defined in paragraphs (1), (2), (3) or (7) of Rule 501, promulgated by the United States Securities and Exchange Commission under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Class A Notes, or (iii) it is purchasing the Class A Notes for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection 2(b)(ii) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control;


3.	it is a “qualified purchaser” within the meaning of the Investment Company Act;

it understands that the Class A Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, that the Issuer is not required to register the Class A Notes, and that any transfer must comply with the provisions of Clause 9 ( Transfers, Replacements and Assignments ) of the Issuer Facility Agreement;


5.	it understands that the Class A Notes will be subject to the restrictions on transfer described in Annex 4 ( Selling Restrictions ) of the Issuer Facility Agreement;


6.	it will comply with all applicable securities laws in connection with any subsequent resale of the Class A Notes;

E-1-2


7.	it understands that the Class A Notes may be offered, resold, pledged or otherwise transferred only in accordance with Clause 9.3(a) ( Class A Assignments ) of the Issuer Facility Agreement, and only:


a.	to the Issuer;


b.	in a transaction meeting the requirements of Rule 144A under the Securities Act;


c.	outside the United States to a foreign person in a transaction meeting the requirements of Regulation S under the Securities Act; or

in a transaction complying with or exempt from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction; notwithstanding the foregoing, it is hereby understood and agreed by the Issuer that (i) in the case of each Class A Investor Group with respect to which there is a Class A Conduit Investor, the Class A Notes will be pledged by each Class A Conduit Investor pursuant to its related commercial paper program documents, and the Class A Notes, or interests therein, may be sold, transferred or pledged to the related Class A Committed Note Purchaser or any Class A Program Support Provider or any affiliate of its related Class A Committed Note Purchaser or any Class A Program Support Provider or, any commercial paper conduit administered by its related Class A Committed Note Purchaser or any Class A Program Support Provider or any affiliate of its related Class A Committed Note Purchaser or any Class A Program Support Provider and (ii) in the case of each Class A Investor Group, the Class A Notes, or interests therein, may be sold, transferred or pledged to the related Class A Committed Note Purchaser or any Class A Program Support Provider or any affiliate of its related Class A Committed Note Purchaser or any Class A Program Support Provider or any commercial paper conduit administered by its related Class A Committed Note Purchaser or any Class A Program Support Provider or any affiliate of its related Class A Committed Note Purchaser or any Class A Program Support Provider,

provided that, for the avoidance of doubt, the Issuer may, in its sole and absolute discretion, withhold its consent with respect to any offer, sale, pledge or other transfer of any Class A Note to any Person and any such withholding shall be deemed reasonable;

if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Class A Notes as described in clause (ii) or (iv) of Section 3(i) of Annex 1 to the Issuer Facility Agreement, and such sale, transfer or pledge does not fall within the “notwithstanding the foregoing” provision of Section 3(i)(iv) of Annex 1 to the Issuer Facility Agreement, the transferee of the Class A Notes will be required to deliver a certificate, as described in Section 3(j) of Annex 1 to the Issuer Facility Agreement, that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation or that such transaction is not subject to the registration requirements of the Securities Act, and that the registrar and transfer agent for the Class A Notes will not be required to accept for registration of transfer the Class A Notes acquired by it, except upon presentation of an executed letter in the form required by the Issuer Facility Agreement; and

E-1-3


9.	it will obtain from any purchaser of the Class A Notes substantially the same representations and warranties contained in the foregoing paragraphs.

This certificate and the statements contained herein are made for your benefit and for the benefit of the Issuer.

[            ]

By:
    Name:
    Title:

Dated:

cc: International Fleet Financing No.2 B.V.

E-1-4

EXHIBIT E-2
TO
ISSUER FACILITY AGREEMENT

FORM OF CLASS B NOTE PURCHASER’S LETTER

BNP Paribas Securities Services, Luxembourg Branch, as Registrar
60 avenue J.F. Kennedy

L-1855 Luxembourg

(Postal address: L–2085 Luxembourg)

Attention: Corporate Trust Operations

International Fleet Financing No.2 B.V.

Fourth Floor

3 George’s Dock

IFSC

Dublin 1, Ireland

Attention: The Directors

[ Insert date ]

Re: International Fleet Financing No.2 B.V. (the “ Issuer ”)

Variable Class B funding notes issued by the Issuer pursuant to the Issuer Facility Agreement (as defined below)

The parties hereto acknowledge and agree that the rights and obligations under this Class B Note Purchaser’s Letter shall become effective at the Effective Date.

E-2-1

In connection with a proposed purchase of certain Class B Notes from [ ●] by the undersigned, the undersigned hereby represents and warrants that:


1.	it has had an opportunity to discuss the Issuer’s and the Issuer Administrator’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with the Issuer and the Issuer Administrator and their respective representatives;

it is either (a) not a “ U.S. Person ” (as defined in Regulation S or (b) a “ U.S. Person ” (as defined in Regulation S) or a U.S. resident (as determined for purposes of the Investment Company Act) and (i) it is a “ qualified institutional buyer ” (as defined in Rule 144A under the Securities Act) and (in the case of any sale or transfer after the initial sale by the Issuer) is aware that such sale or transfer to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer and the Issuer Notes as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor of an Issuer Note or Advances is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A, (ii) it is an “ accredited investor ” as defined in paragraphs (1), (2), (3) or (7) of Rule 501, promulgated by the United States Securities and Exchange Commission under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Class B Notes, or (iii) it is purchasing the Class B Notes for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection 2(b)(ii) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control;


3.	it is a “qualified purchaser” within the meaning of the Investment Company Act;

it understands that the Class B Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, that the Issuer is not required to register the Class B Notes, and that any transfer must comply with the provisions of Clause 9 ( Transfers, Replacements and Assignments ) of the Issuer Facility Agreement;


5.	it understands that the Class B Notes will be subject to the restrictions on transfer described in Annex 4 ( Selling Restrictions ) of the Issuer Facility Agreement;


6.	it will comply with all applicable securities laws in connection with any subsequent resale of the Class B Notes;

E-2-2


7.	it understands that the Class B Notes may be offered, resold, pledged or otherwise transferred only in accordance with Clause 9.3(b) ( Class B Assignments ) of the Issuer Facility Agreement, and only:


a.	to the Issuer;


b.	in a transaction meeting the requirements of Rule 144A under the Securities Act;


c.	outside the United States to a foreign person in a transaction meeting the requirements of Regulation S under the Securities Act; or

in a transaction complying with or exempt from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction; notwithstanding the foregoing, it is hereby understood and agreed by the Issuer that (i) in the case of each Class B Investor Group with respect to which there is a Class B Conduit Investor, the Class B Notes will be pledged by each Class B Conduit Investor pursuant to its related commercial paper program documents, and the Class B Notes, or interests therein, may be sold, transferred or pledged to the related Class B Committed Note Purchaser or any Class B Program Support Provider or any affiliate of its related Class B Committed Note Purchaser or any Class B Program Support Provider or, any commercial paper conduit administered by its related Class B Committed Note Purchaser or any Class B Program Support Provider or any affiliate of its related Class B Committed Note Purchaser or any Class B Program Support Provider and (ii) in the case of each Class B Investor Group, the Class B Notes, or interests therein, may be sold, transferred or pledged to the related Class B Committed Note Purchaser or any Class B Program Support Provider or any affiliate of its related Class B Committed Note Purchaser or any Class B Program Support Provider or any commercial paper conduit administered by its related Class B Committed Note Purchaser or any Class B Program Support Provider or any affiliate of its related Class B Committed Note Purchaser or any Class B Program Support Provider,

provided that, for the avoidance of doubt, the Issuer may, in its sole and absolute discretion, withhold its consent with respect to any offer, sale, pledge or other transfer of any Class B Note to any Person and any such withholding shall be deemed reasonable;

if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Class B Notes as described in clause (ii) or (iv) of Section 3(i) of Annex 1 to the Issuer Facility Agreement, and such sale, transfer or pledge does not fall within the “notwithstanding the foregoing” provision of Section 3(i)(iv) of Annex 1 to the Issuer Facility Agreement, the transferee of the Class B Notes will be required to deliver a certificate, as described in Section 3(j) of Annex 1 to the Issuer Facility Agreement, that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation or that such transaction is not subject to the registration requirements of the Securities Act, and that the registrar and transfer agent for the Class B Notes will not be required to accept for registration of transfer the Class B Notes acquired by it, except upon presentation of an executed letter in the form required by the Issuer Facility Agreement; and

E-2-3


9.	it will obtain from any purchaser of the Class B Notes substantially the same representations and warranties contained in the foregoing paragraphs.

This certificate and the statements contained herein are made for your benefit and for the benefit of the Issuer.

[            ]

By:
    Name:
    Title:

Dated:

cc: International Fleet Financing No.2 B.V.

E-2-4

EXHIBIT G-1
TO
ISSUER FACILITY AGREEMENT

FORM OF CLASS A ASSIGNMENT AND ASSUMPTION AGREEMENT

CLASS A ASSIGNMENT AND ASSUMPTION AGREEMENT , dated as of [ ●] , among [ ●] (the “ Class A Transferor ”), each purchaser listed as a Class A Acquiring Committed Note Purchaser on the signature pages hereof (each, a “ Class A Acquiring Committed Note Purchaser ”), the Class A Funding Agent with respect to the assigning Class A Committed Note Purchaser listed in the signature pages hereof (the “ Class A Funding Agent ”), and International Fleet Financing No.2 B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated in The Netherlands (the “ Company ”).

WHEREAS:

(A)

this Class A Assignment and Assumption Agreement is being executed and delivered in accordance with Clause 9.3(a) ( Class A Assignments ) of the issuer facility agreement, dated as of 25 September 2018 (as may be amended, supplemented, amended and restated or otherwise modified from time to time, the “ Issuer Facility Agreement ”) by and among International Fleet Financing No.2 B.V. as Issuer, BNP Paribas Trust Corporation UK Limited as Issuer Security Trustee, Hertz Europe Limited as Issuer Administrator, Credit Agricole Corporate and Investment Bank as Administrative Agent, certain committed note purchasers, certain conduit investors and certain funding agents;


(B)	each Class A Acquiring Committed Note Purchaser (if it is not already an existing Class A Committed Note Purchaser) wishes to become a Class A Committed Note Purchaser (as defined in the Master Definitions and Constructions Agreement, as defined below) party to the Issuer Facility Agreement; and


(C)	the Class A Transferor is selling and assigning to each Class A Acquiring Committed Note Purchaser, the portion of its rights, obligations and commitments under the Issuer Facility Agreement and the Class A Notes (as defined in the Master Definitions and Constructions Agreement, as defined below) as set forth herein.

IT IS AGREED by the parties hereto as follows:


1.	Capitalized terms used herein and not defined herein have the meanings set forth in the master definitions and constructions agreement signed by, amongst others, the parties to the Issuer Facility Agreement, dated on the Signing Date, as amended, modified or supplemented from time to time (the “ Master Definitions and Constructions Agreement ”).


2.	The parties hereto acknowledge and agree that the rights and obligations under this Class A Assignment and Assumption Agreement shall become effective at the Effective Date.

G-1-1

Upon the execution and delivery of this Class A Assignment and Assumption Agreement by each Class A Acquiring Committed Note Purchaser, the Class A Funding Agent, the Class A Transferor and the Company (the date of such execution and delivery, the “ Transfer Issuance Date ”), each Class A Acquiring Committed Note Purchaser shall become a Class A Committed Note Purchaser party to the Issuer Facility Agreement for all purposes thereof.

The Class A Transferor acknowledges receipt from each Class A Acquiring Committed Note Purchaser of an amount equal to the purchase price, as agreed between the Class A Transferor and such Class A Acquiring Committed Note Purchaser (the “ Purchase Price ”), of the portion being purchased by such Class A Acquiring Committed Note Purchaser (such Class A Acquiring Committed Note Purchaser’s “ Purchased Percentage ”) of the Class A Transferor’s Class A Commitment under the Issuer Facility Agreement and the Class A Transferor’s Class A Investor Group Principal Amount. The Class A Transferor hereby irrevocably sells, assigns and transfers to each Class A Acquiring Committed Note Purchaser, without recourse, representation or warranty, and each Class A Acquiring Committed Note Purchaser hereby irrevocably purchases, takes and assumes from the Class A Transferor, such Class A Acquiring Committed Note Purchaser’s Purchased Percentage of the Class A Transferor’s Class A Commitment under the Issuer Facility Agreement and the Class A Transferor’s Class A Investor Group Principal Amount.

The Class A Transferor has made arrangements with each Class A Acquiring Committed Note Purchaser with respect to [(i)] the portion, if any, to be paid, and the date or dates for payment, by the Class A Transferor to such Class A Acquiring Committed Note Purchaser of any program fees, undrawn facility fee, structuring and commitment fees or other fees (collectively, the “ Fees ”) [heretofore received] by the Class A Transferor pursuant to Clause 3 ( Interest, Fees and Costs ) of the Issuer Facility Agreement prior to the Transfer Issuance Date [and (ii) the portion, if any, to be paid, and the date or dates for payment, by such Class A Acquiring Committed Note Purchaser to the Class A Transferor of Fees received by such Class A Acquiring Committed Note Purchaser pursuant to the Issuer Facility Agreement from and after the Transfer Issuance Date].

From and after the Transfer Issuance Date, amounts that would otherwise be payable to or for the account of the Class A Transferor pursuant to the Issuer Facility Agreement shall, instead, be payable to or for the account of the Class A Transferor and the Class A Acquiring Committed Note Purchasers, as the case may be, in accordance with their respective interests as reflected in this Class A Assignment and Assumption Agreement, whether such amounts have accrued prior to the Transfer Issuance Date or accrue subsequent to the Transfer Issuance Date.


7.	Each of the parties to this Class A Assignment and Assumption Agreement agrees that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Class A Assignment and Assumption Agreement.


8.	By executing and delivering this Class A Assignment and Assumption Agreement, the Class A Transferor and each Class A Acquiring Committed Note Purchaser confirm to and agree with each other and the Class A Committed Note Purchasers as follows: (i) other than the representation and

G-1-2

warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, the Class A Transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Issuer Facility Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Class A Notes, the Issuer Related Documents or any instrument or document furnished pursuant thereto; (ii) the Class A Transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or the performance or observance by the Company of any of the Company’s obligations under the Issuer Related Documents or any other instrument or document furnished pursuant hereto; (iii) each Class A Acquiring Committed Note Purchaser confirms that it has received a copy of the Issuer Related Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Class A Assignment and Assumption Agreement; (iv) each Class A Acquiring Committed Note Purchaser will, independently and without reliance upon the Administrative Agent, the Class A Transferor or any other Class A Investor Group and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Issuer Facility Agreement; (v) each Class A Acquiring Committed Note Purchaser appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Issuer Facility Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Clause 10 ( The Administrative Agent ) of the Issuer Facility Agreement; (vi) each Class A Acquiring Committed Note Purchaser appoints and authorizes the Class A Funding Agent to take such action as agent on its behalf and to exercise such powers under the Issuer Facility Agreement as are delegated to such Class A Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Clause 10 ( The Administrative Agent ) of the Issuer Facility Agreement; (vii) each Class A Acquiring Committed Note Purchaser agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Issuer Facility Agreement are required to be performed by it as a Class A Acquiring Committed Note Purchaser and (viii) the Class A Acquiring Committed Note Purchaser hereby represents and warrants to the Company and the Issuer Administrator that the representations and warranties contained in Section 3 ( Conduit Investors and Committed Note Purchasers ) of Annex 1 ( Representations and Warranties ) to the Issuer Facility Agreement are true and correct with respect to the Class A Acquiring Committed Note Purchaser on and as of the date hereof and the Class A Acquiring Committed Note Purchaser shall be deemed to have made such representations and warranties contained in Section 3 ( Conduit Investors and Committed Note Purchasers ) of Annex 1 ( Representations and Warranties ) to the Issuer Facility Agreement on and as of the date hereof.


9.	Schedule I hereto sets forth the revised Class A Commitment Percentages of the Class A Transferor and each Class A Acquiring Committed Note Purchaser as well as administrative information with respect to each Class A Acquiring Committed Note Purchaser and its Class A Funding Agent.


10.	This Class A Assignment and Assumption Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and shall be construed in accordance with English law.

G-1-3

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be executed by their respective duly authorized officers as of the date first set forth above.

[ ●] , as Class A Transferor

By:______________________________
Title:

[ ●] , as Class A Acquiring Committed Note Purchaser

By:______________________________
Title:

[ ●] , as Class A Funding Agent

By:______________________________
Title:

G-1-4

CONSENTED AND ACKNOWLEDGED:

INTERNATIONAL FLEET FINANCING NO.2 B.V.

as the Company

By: _______________________________
Title:

G-1-5

SCHEDULE I

LIST OF ADDRESSES FOR NOTICES

AND OF CLASS A COMMITMENT PERCENTAGES

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Administrative Agent

Address: 12 Place des Etats-Unis

CS 70052

92547 Montrouge Cedex

France

Attention:    MO SECURITIZATION CACIB/CAROLE D’HAEYERE-DANIEL PIANTONI
Telephone:    +33 1 57 87 17 48 (Carole D’HAEYERE) or +33 1 57 87 25 26 (Sarah                 ABOUNOUR) or +33 1 41 89 63 95 (Daniel PIANTONI)
Facsimile:    +33 1 57 87 17 58

[TRANSFEROR]

Address:      [ ●]
        Attention:     [ ●]
        Telephone:      [ ●]
        Facsimile:      [ ●]

Prior Class A Commitment Percentage: [ ●]

Revised Class A Commitment Percentage: [ ●]

Prior Class A Investor Group Principal Amount: [ ●]

Revised Class A Investor Group Principal Amount: [ ●]

[TRANSFEROR CLASS A FUNDING AGENT]

Address: [ ●]

Attention:     [ ●]
        Telephone:      [ ●]
        Facsimile:      [ ●]

[CLASS A ACQUIRING COMMITTED NOTE PURCHASER]

G-1-6

Address: [ ●]

Attention:     [ ●]
        Telephone:      [ ●]
        Facsimile:      [ ●]

Prior Class A Commitment Percentage: [ ●]

Revised Class A Commitment Percentage: [ ●]

Prior Class A Investor Group Principal Amount: [ ●]

Revised Class A Investor Group Principal Amount: [ ●]

[CLASS A ACQUIRING COMMITTED NOTE PURCHASER FUNDING AGENT]

Address: [ ●]

Attention:     [ ●]
        Telephone:      [ ●]
        Facsimile:      [ ●]

G-1-7

EXHIBIT G-2
TO
ISSUER FACILITY AGREEMENT

FORM OF CLASS B ASSIGNMENT AND ASSUMPTION AGREEMENT

CLASS B ASSIGNMENT AND ASSUMPTION AGREEMENT , dated as of [ ●] , among [ ●] (the “ Class B Transferor ”), each purchaser listed as a Class B Acquiring Committed Note Purchaser on the signature pages hereof (each, a “ Class B Acquiring Committed Note Purchaser ”), the Class B Funding Agent with respect to the assigning Class B Committed Note Purchaser listed in the signature pages hereof (the “ Class B Funding Agent ”), and International Fleet Financing No.2 B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated in The Netherlands (the “ Company ”).

WHEREAS:

(A)

this Class B Assignment and Assumption Agreement is being executed and delivered in accordance with Clause 9.3(b) ( Class B Assignments ) of the issuer facility agreement, dated as of 25 September 2018 (as may be amended, supplemented, amended and restated or otherwise modified from time to time, the “ Issuer Facility Agreement ”) by and among International Fleet Financing No.2 B.V. as Issuer, BNP Paribas Trust Corporation UK Limited as Issuer Security Trustee, Hertz Europe Limited as Issuer Administrator, Credit Agricole Corporate and Investment Bank as Administrative Agent, certain committed note purchasers, certain conduit investors and certain funding agents;


(B)	each Class B Acquiring Committed Note Purchaser (if it is not already an existing Class B Committed Note Purchaser) wishes to become a Class B Committed Note Purchaser (as defined in the Master Definitions and Constructions Agreement, as defined below) party to the Issuer Facility Agreement; and


(C)	the Class B Transferor is selling and assigning to each Class B Acquiring Committed Note Purchaser, the portion of its rights, obligations and commitments under the Issuer Facility Agreement and the Class B Notes (as defined in the Master Definitions and Constructions Agreement, as defined below) as set forth herein.

IT IS AGREED by the parties hereto as follows:


1.	Capitalized terms used herein and not defined herein have the meanings set forth in the master definitions and constructions agreement signed by, amongst others, the parties to the Issuer Facility Agreement, dated on the Signing Date, as amended, modified or supplemented from time to time (the “ Master Definitions and Constructions Agreement ”).


2.	The parties hereto acknowledge and agree that the rights and obligations under this Class B Assignment and Assumption Agreement shall become effective at the Effective Date.

G-2-1

Upon the execution and delivery of this Class B Assignment and Assumption Agreement by each Class B Acquiring Committed Note Purchaser, the Class B Funding Agent, the Class B Transferor and the Company (the date of such execution and delivery, the “ Transfer Issuance Date ”), each Class B Acquiring Committed Note Purchaser shall become a Class B Committed Note Purchaser party to the Issuer Facility Agreement for all purposes thereof.

The Class B Transferor acknowledges receipt from each Class B Acquiring Committed Note Purchaser of an amount equal to the purchase price, as agreed between the Class B Transferor and such Class B Acquiring Committed Note Purchaser (the “ Purchase Price ”), of the portion being purchased by such Class B Acquiring Committed Note Purchaser (such Class B Acquiring Committed Note Purchaser’s “ Purchased Percentage ”) of the Class B Transferor’s Class B Commitment under the Issuer Facility Agreement and the Class B Transferor’s Class B Investor Group Principal Amount. The Class B Transferor hereby irrevocably sells, assigns and transfers to each Class B Acquiring Committed Note Purchaser, without recourse, representation or warranty, and each Class B Acquiring Committed Note Purchaser hereby irrevocably purchases, takes and assumes from the Class B Transferor, such Class B Acquiring Committed Note Purchaser’s Purchased Percentage of the Class B Transferor’s Class B Commitment under the Issuer Facility Agreement and the Class B Transferor’s Class B Investor Group Principal Amount.

The Class B Transferor has made arrangements with each Class B Acquiring Committed Note Purchaser with respect to [(i)] the portion, if any, to be paid, and the date or dates for payment, by the Class B Transferor to such Class B Acquiring Committed Note Purchaser of any program fees, undrawn facility fee, structuring and commitment fees or other fees (collectively, the “ Fees ”) [heretofore received] by the Class B Transferor pursuant to Clause 3 ( Interest, Fees and Costs ) of the Issuer Facility Agreement prior to the Transfer Issuance Date [and (ii) the portion, if any, to be paid, and the date or dates for payment, by such Class B Acquiring Committed Note Purchaser to the Class B Transferor of Fees received by such Class B Acquiring Committed Note Purchaser pursuant to the Issuer Facility Agreement from and after the Transfer Issuance Date].

From and after the Transfer Issuance Date, amounts that would otherwise be payable to or for the account of the Class B Transferor pursuant to the Issuer Facility Agreement shall, instead, be payable to or for the account of the Class B Transferor and the Class B Acquiring Committed Note Purchasers, as the case may be, in accordance with their respective interests as reflected in this Class B Assignment and Assumption Agreement, whether such amounts have accrued prior to the Transfer Issuance Date or accrue subsequent to the Transfer Issuance Date.


7.	Each of the parties to this Class B Assignment and Assumption Agreement agrees that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Class B Assignment and Assumption Agreement.


8.	By executing and delivering this Class B Assignment and Assumption Agreement, the Class B Transferor and each Class B Acquiring Committed Note Purchaser confirm to and agree with each other and the Class B Committed Note Purchasers as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and

G-2-2

clear of any adverse claim, the Class B Transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Issuer Facility Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Class B Notes, the Issuer Related Documents or any instrument or document furnished pursuant thereto; (ii) the Class B Transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or the performance or observance by the Company of any of the Company’s obligations under the Issuer Related Documents or any other instrument or document furnished pursuant hereto; (iii) each Class B Acquiring Committed Note Purchaser confirms that it has received a copy of the Issuer Related Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Class B Assignment and Assumption Agreement; (iv) each Class B Acquiring Committed Note Purchaser will, independently and without reliance upon the Administrative Agent, the Class B Transferor or any other Class B Investor Group and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Issuer Facility Agreement; (v) each Class B Acquiring Committed Note Purchaser appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Issuer Facility Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Clause 10 ( The Administrative Agent ) of the Issuer Facility Agreement; (vi) each Class B Acquiring Committed Note Purchaser appoints and authorizes the Class B Funding Agent to take such action as agent on its behalf and to exercise such powers under the Issuer Facility Agreement as are delegated to such Class B Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Clause 10 ( The Administrative Agent ) of the Issuer Facility Agreement; (vii) each Class B Acquiring Committed Note Purchaser agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Issuer Facility Agreement are required to be performed by it as a Class B Acquiring Committed Note Purchaser and (viii) the Class B Acquiring Committed Note Purchaser hereby represents and warrants to the Company and the Issuer Administrator that the representations and warranties contained in Section 3 ( Conduit Investors and Committed Note Purchasers ) of Annex 1 ( Representations and Warranties ) to the Issuer Facility Agreement are true and correct with respect to the Class B Acquiring Committed Note Purchaser on and as of the date hereof and the Class B Acquiring Committed Note Purchaser shall be deemed to have made such representations and warranties contained in Section 3 ( Conduit Investors and Committed Note Purchasers ) of Annex 1 ( Representations and Warranties ) to the Issuer Facility Agreement on and as of the date hereof.


9.	Schedule I hereto sets forth the revised Class B Commitment Percentages of the Class B Transferor and each Class B Acquiring Committed Note Purchaser as well as administrative information with respect to each Class B Acquiring Committed Note Purchaser and its Class B Funding Agent.


10.	This Class B Assignment and Assumption Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and shall be construed in accordance with English law.

G-2-3

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be executed by their respective duly authorized officers as of the date first set forth above.

[ ●] , as Class B Transferor

By:______________________________
Title:

[ ●] , as Class B Acquiring Committed Note Purchaser

By:______________________________
Title:

[ ●] , as Class B Funding Agent

By:______________________________
Title:

G-2-4

CONSENTED AND ACKNOWLEDGED:

INTERNATIONAL FLEET FINANCING NO.2 B.V.

as the Company

By: _______________________________
Title:

G-2-5

SCHEDULE I

LIST OF ADDRESSES FOR NOTICES

AND OF CLASS B COMMITMENT PERCENTAGES

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Administrative Agent

Address: 12 Place des Etats-Unis

CS 70052

92547 Montrouge Cedex

[TRANSFEROR]

Address:      [ ●]
        Attention:     [ ●]
        Telephone:      [ ●]
        Facsimile:      [ ●]

Prior Class B Commitment Percentage: [ ●]

Revised Class B Commitment Percentage: [ ●]

Prior Class B Investor Group Principal Amount: [ ●]

Revised Class B Investor Group Principal Amount: [ ●]

[TRANSFEROR CLASS B FUNDING AGENT]

Address: [ ●]

Attention:     [ ●]
        Telephone:      [ ●]
        Facsimile:      [ ●]

[CLASS B ACQUIRING COMMITTED NOTE PURCHASER]

G-2-6

Address: [ ●]

Attention:     [ ●]
        Telephone:      [ ●]
        Facsimile:      [ ●]

Prior Class B Commitment Percentage: [ ●]

Revised Class B Commitment Percentage: [ ●]

Prior Class B Investor Group Principal Amount: [ ●]

Revised Class B Investor Group Principal Amount: [ ●]

[CLASS B ACQUIRING COMMITTED NOTE PURCHASER FUNDING AGENT]

Address: [ ●]

Attention:     [ ●]
        Telephone:      [ ●]
        Facsimile:      [ ●]

G-2-7

EXHIBIT H-1
TO
ISSUER FACILITY AGREEMENT

FORM OF CLASS A INVESTOR GROUP SUPPLEMENT

CLASS A INVESTOR GROUP SUPPLEMENT, dated as of [ date ] , among (i) [ ●] (the “ Class A Transferor Investor Group ”), (ii) the Class A Funding Agent with respect to the Class A Transferor Investor Group in the signature pages hereof (the “ Class A Transferor Funding Agent ”) (iii) [ ●] (the “ Class A Acquiring Investor Group ”), (iv) the Class A Funding Agent with respect to the Class A Acquiring Investor Group listed in the signature pages hereof (the “ Class A Acquiring Funding Agent ”), and (v) International Fleet Financing No.2 B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated in The Netherlands (the “ Company ”).

WHEREAS:

(A)

t his Class A Investor Group Supplement is being executed and delivered in accordance with Clause 9.3(a) ( Class A Assignments ) of the issuer facility agreement, dated as of 25 September 2018 (as from time to time may be amended, supplemented, amended and restated or otherwise modified in accordance with the terms thereof, the “ Issuer Facility Agreement ”) by and among International Fleet Financing No.2 B.V. as Issuer, BNP Paribas Trust Corporation UK Limited as Issuer Security Trustee, Hertz Europe Limited as Issuer Administrator, Credit Agricole Corporate and Investment Bank as Administrative Agent, certain committed note purchasers, certain conduit investors and certain funding agents;


(B)	the Class A Acquiring Investor Group wishes to become a Class A Conduit Investor and a Class A Committed Note Purchaser (each such term as defined in the Master Definitions and Constructions Agreement, as defined below) with respect to such Class A Conduit Investor under the Issuer Facility Agreement; and


(C)	the Class A Transferor Investor Group is selling and assigning to the Class A Acquiring Investor Group its respective rights, obligations and commitments under the Issuer Facility Agreement and the Class A Notes with respect to the percentage of its total commitment specified in Schedule I attached hereto.

IT IS AGREED by the parties hereto as follows:


1.	Capitalized terms used herein and not defined herein have the meanings set forth in the master definitions and constructions agreement signed by, amongst others, the parties to the Issuer Facility Agreement, dated on the Signing Date, as amended, modified or supplemented from time to time (the “ Master Definitions and Constructions Agreement ”).


2.	The parties hereto acknowledge and agree that the rights and obligations under this Class A Investor Group Supplement shall become effective at the Effective Date.

H-1-1

Upon the execution and delivery of this Class A Investor Group Supplement by the Class A Acquiring Investor Group, the Class A Acquiring Funding Agent with respect thereto, the Class A Transferor Investor Group, the Class A Transferor Funding Agent and the Company (the date of such execution and delivery, the “ Class A Transfer Issuance Date ”), the Class A Conduit Investor(s) and the Class A Committed Note Purchasers with respect to the Class A Acquiring Investor Group shall become parties to the Issuer Facility Agreement for all purposes thereof.

The Class A Transferor Investor Group acknowledges receipt from the Class A Acquiring Investor Group of an amount equal to the purchase price, as agreed between the Class A Transferor Investor Group and the Class A Acquiring Investor Group (the “ Purchase Price ”), of the portion being purchased by the Class A Acquiring Investor Group (the Class A Acquiring Investor Group’s “ Purchased Percentage ”) of the Class A Commitment with respect to the Class A Committed Note Purchasers included in the Class A Transferor Investor Group under the Issuer Facility Agreement and the Class A Transferor Investor Group’s Class A Investor Group Principal Amount. The Class A Transferor Investor Group hereby irrevocably sells, assigns and transfers to the Class A Acquiring Investor Group, without recourse, representation or warranty, and the Class A Acquiring Investor Group hereby irrevocably purchases, takes and assumes from the Class A Transferor Investor Group, the Class A Acquiring Investor Group’s Purchased Percentage of the Class A Commitment with respect to the Class A Committed Note Purchasers included in the Class A Transferor Investor Group under the Issuer Facility Agreement and the Class A Transferor Investor Group’s Class A Investor Group Principal Amount.

From and after the Class A Transfer Issuance Date, amounts that would otherwise be payable to or for the account of the Class A Transferor Investor Group pursuant to the Issuer Facility Agreement shall, instead, be payable to or for the account of the Class A Transferor Investor Group and the Class A Acquiring Investor Group, as the case may be, in accordance with their respective interests as reflected in this Issuer Facility Agreement, whether such amounts have accrued prior to the Class A Transfer Issuance Date or accrue subsequent to the Class A Transfer Issuance Date.


6.	Each of the parties to this Class A Investor Group Supplement agrees that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Class A Investor Group Supplement.

By executing and delivering this Class A Investor Group Supplement, the Class A Transferor Investor Group and the Class A Acquiring Investor Group confirm to and agree with each other as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, the Class A Transferor Investor Group makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Issuer Facility Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Class A Notes, the Issuer Related Documents or any instrument or document furnished pursuant thereto; (ii) the Class A Transferor Investor Group makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or the performance or

H-1-2

observance by the Company of any of the Company’s obligations under the Issuer Related Documents or any other instrument or document furnished pursuant hereto; (iii) the Class A Acquiring Investor Group confirms that it has received a copy of the Issuer Related Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Class A Investor Group Supplement; (iv) the Class A Acquiring Investor Group will, independently and without reliance upon the Administrative Agent, the Class A Transferor Investor Group or any other Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Issuer Facility Agreement; (v) the Class A Acquiring Investor Group appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Issuer Facility Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Clause 10 ( The Administrative Agent ) of the Issuer Facility Agreement; (vi) each member of the Class A Acquiring Investor Group appoints and authorizes its respective Class A Acquiring Funding Agent, listed in Schedule I hereto, to take such action as agent on its behalf and to exercise such powers under the Issuer Facility Agreement as are delegated to such Class A Acquiring Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Clause 10 ( The Administrative Agent ) of the Issuer Facility Agreement; (vii) each member of the Class A Acquiring Investor Group agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Issuer Facility Agreement are required to be performed by it as a member of the Class A Acquiring Investor Group and (viii) each member of the Class A Acquiring Investor Group hereby represents and warrants to the Company and the Issuer Administrator that the representations and warranties contained in Section 3 ( Conduit Investors and Committed Note Purchasers ) of Annex 1 ( Representations and Warranties ) to the Issuer Facility Agreement are true and correct with respect to the Class A Acquiring Investor Group on and as of the date hereof and the Class A Acquiring Investor Group shall be deemed to have made such representations and warranties contained in Section 3 ( Conduit Investors and Committed Note Purchasers ) of Annex 1 ( Representations and Warranties ) to the Issuer Facility Agreement on and as of the date hereof.


8.	Schedule I hereto sets forth the revised Class A Commitment Percentages of the Class A Transferor Investor Group and the Class A Acquiring Investor Group, as well as administrative information with respect to the Class A Acquiring Investor Group and its Class A Acquiring Funding Agent.


9.	This Class A Investor Group Supplement and any non-contractual obligations arising out of or in connection with it shall be governed by and shall be construed in accordance with English law.

H-1-3

IN WITNESS WHEREOF, the parties hereto have caused this Class A Investor Group Supplement to be executed by their respective duly authorized officers as of the date first set forth above.

[ ●] , as Class A Transferor Investor Group

By:_______________________________

Title:

[ ●] , as Class A Transferor Investor Group

By:_______________________________

Title:

[ ●] , as Class A Transferor Funding Agent

By:______________________________

Title:

[ ●] , as Class A Acquiring Investor Group

By:______________________________

Title:

[ ●] , as Class A Acquiring Investor Group

By:______________________________

Title:

[ ●] , as Class A Funding Agent

By:______________________________

Title:

H-1-4

CONSENTED AND ACKNOWLEDGED:

INTERNATIONAL FLEET FINANCING NO.2 B.V.

as the Company

By: _______________________________
Title:

H-1-5

LIST OF ADDRESSES FOR NOTICES

AND OF CLASS A COMMITMENT PERCENTAGES

H-1-6

EXHIBIT H-2
TO
ISSUER FACILITY AGREEMENT

FORM OF CLASS B INVESTOR GROUP SUPPLEMENT

CLASS B INVESTOR GROUP SUPPLEMENT, dated as of [ date ] , among (i) [ ●] (the “ Class B Transferor Investor Group ”), (ii) the Class B Funding Agent with respect to the Class B Transferor Investor Group in the signature pages hereof (the “ Class B Transferor Funding Agent ”) (iii) [ ●] (the “ Class B Acquiring Investor Group ”), (iv) the Class B Funding Agent with respect to the Class B Acquiring Investor Group listed in the signature pages hereof (the “ Class B Acquiring Funding Agent ”), and (v) International Fleet Financing No.2 B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated in The Netherlands (the “ Company ”).

WHEREAS:

(A)

t his Class B Investor Group Supplement is being executed and delivered in accordance with Clause 9.3(b) ( Class B Assignments ) of the issuer facility agreement, dated as of 25 September 2018 (as from time to time may be amended, supplemented, amended and restated or otherwise modified in accordance with the terms thereof, the “ Issuer Facility Agreement ”) by and among International Fleet Financing No.2 B.V. as Issuer, BNP Paribas Trust Corporation UK Limited as Issuer Security Trustee, Hertz Europe Limited as Issuer Administrator, Credit Agricole Corporate and Investment Bank as Administrative Agent, certain committed note purchasers, certain conduit investors and certain funding agents;


(B)	the Class B Acquiring Investor Group wishes to become a Class B Conduit Investor and a Class B Committed Note Purchaser (each such term as defined in the Master Definitions and Constructions Agreement, as defined below) with respect to such Class B Conduit Investor under the Issuer Facility Agreement; and


(C)	the Class B Transferor Investor Group is selling and assigning to the Class B Acquiring Investor Group its respective rights, obligations and commitments under the Issuer Facility Agreement and the Class B Notes with respect to the percentage of its total commitment specified in Schedule I attached hereto.

IT IS AGREED by the parties hereto as follows:


1.	Capitalized terms used herein and not defined herein have the meanings set forth in the master definitions and constructions agreement signed by, amongst others, the parties to the Issuer Facility Agreement, dated on the Signing Date, as amended, modified or supplemented from time to time (the “ Master Definitions and Constructions Agreement ”).


2.	The parties hereto acknowledge and agree that the rights and obligations under this Class B Investor Group Supplement shall become effective at the Effective Date.

H-2-1

Upon the execution and delivery of this Class B Investor Group Supplement by the Class B Acquiring Investor Group, the Class B Acquiring Funding Agent with respect thereto, the Class B Transferor Investor Group, the Class B Transferor Funding Agent and the Company (the date of such execution and delivery, the “ Class B Transfer Issuance Date ”), the Class B Conduit Investor(s) and the Class B Committed Note Purchasers with respect to the Class B Acquiring Investor Group shall become parties to the Issuer Facility Agreement for all purposes thereof.

The Class B Transferor Investor Group acknowledges receipt from the Class B Acquiring Investor Group of an amount equal to the purchase price, as agreed between the Class B Transferor Investor Group and the Class B Acquiring Investor Group (the “ Purchase Price ”), of the portion being purchased by the Class B Acquiring Investor Group (the Class B Acquiring Investor Group’s “ Purchased Percentage ”) of the Class B Commitment with respect to the Class B Committed Note Purchasers included in the Class B Transferor Investor Group under the Issuer Facility Agreement and the Class B Transferor Investor Group’s Class B Investor Group Principal Amount. The Class B Transferor Investor Group hereby irrevocably sells, assigns and transfers to the Class B Acquiring Investor Group, without recourse, representation or warranty, and the Class B Acquiring Investor Group hereby irrevocably purchases, takes and assumes from the Class B Transferor Investor Group, the Class B Acquiring Investor Group’s Purchased Percentage of the Class B Commitment with respect to the Class B Committed Note Purchasers included in the Class B Transferor Investor Group under the Issuer Facility Agreement and the Class B Transferor Investor Group’s Class B Investor Group Principal Amount.

From and after the Class B Transfer Issuance Date, amounts that would otherwise be payable to or for the account of the Class B Transferor Investor Group pursuant to the Issuer Facility Agreement shall, instead, be payable to or for the account of the Class B Transferor Investor Group and the Class B Acquiring Investor Group, as the case may be, in accordance with their respective interests as reflected in this Issuer Facility Agreement, whether such amounts have accrued prior to the Class B Transfer Issuance Date or accrue subsequent to the Class B Transfer Issuance Date.


6.	Each of the parties to this Class B Investor Group Supplement agrees that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Class B Investor Group Supplement.

By executing and delivering this Class B Investor Group Supplement, the Class B Transferor Investor Group and the Class B Acquiring Investor Group confirm to and agree with each other as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, the Class B Transferor Investor Group makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Issuer Facility Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Class B Notes, the Issuer Related Documents or any instrument or document furnished pursuant thereto; (ii) the Class B Transferor Investor Group makes no representation or warranty

H-2-2

and assumes no responsibility with respect to the financial condition of the Company or the performance or observance by the Company of any of the Company’s obligations under the Issuer Related Documents or any other instrument or document furnished pursuant hereto; (iii) the Class B Acquiring Investor Group confirms that it has received a copy of the Issuer Related Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Class B Investor Group Supplement; (iv) the Class B Acquiring Investor Group will, independently and without reliance upon the Administrative Agent, the Class B Transferor Investor Group or any other Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Issuer Facility Agreement; (v) the Class B Acquiring Investor Group appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Issuer Facility Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Clause 10 ( The Administrative Agent ) of the Issuer Facility Agreement; (vi) each member of the Class B Acquiring Investor Group appoints and authorizes its respective Class B Acquiring Funding Agent, listed in Schedule I hereto, to take such action as agent on its behalf and to exercise such powers under the Issuer Facility Agreement as are delegated to such Class B Acquiring Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Clause 10 ( The Administrative Agent ) of the Issuer Facility Agreement; (vii) each member of the Class B Acquiring Investor Group agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Issuer Facility Agreement are required to be performed by it as a member of the Class B Acquiring Investor Group and (viii) each member of the Class B Acquiring Investor Group hereby represents and warrants to the Company and the Issuer Administrator that the representations and warranties contained in Section 3 ( Conduit Investors and Committed Note Purchasers ) of Annex 1 ( Representations and Warranties ) to the Issuer Facility Agreement are true and correct with respect to the Class B Acquiring Investor Group on and as of the date hereof and the Class B Acquiring Investor Group shall be deemed to have made such representations and warranties contained in Section 3 ( Conduit Investors and Committed Note Purchasers ) of Annex 1 ( Representations and Warranties ) to the Issuer Facility Agreement on and as of the date hereof.


8.	Schedule I hereto sets forth the revised Class B Commitment Percentages of the Class B Transferor Investor Group and the Class B Acquiring Investor Group, as well as administrative information with respect to the Class B Acquiring Investor Group and its Class B Acquiring Funding Agent.


9.	This Class B Investor Group Supplement and any non-contractual obligations arising out of or in connection with it shall be governed by and shall be construed in accordance with English law.

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IN WITNESS WHEREOF, the parties hereto have caused this Class B Investor Group Supplement to be executed by their respective duly authorized officers as of the date first set forth above.

[ ●] , as Class B Transferor Investor Group

By:______________________________

Title:

[ ●] , as Class B Transferor Investor Group

By:______________________________

Title:

[ ●] , as Class B Transferor Funding Agent

By:______________________________

Title:

[ ●] , as Class B Acquiring Investor Group

By:______________________________

Title:

[ ●] , as Class B Acquiring Investor Group

By:______________________________

Title:

[ ●] , as Class B Funding Agent

By:______________________________

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Title:

CONSENTED AND ACKNOWLEDGED:

INTERNATIONAL FLEET FINANCING NO.2 B.V.

as the Company

By: _______________________________
Title:

H-2-5

LIST OF ADDRESSES FOR NOTICES

AND OF CLASS B COMMITMENT PERCENTAGES

H-2-6

EXHIBIT I
TO
ISSUER FACILITY AGREEMENT

FORM OF LETTER OF CREDIT

OUR IRREVOCABLE LETTER OF CREDIT NO. ___

[ Insert date ]

Beneficiaries:

International Fleet Financing No.2 B.V. (the “ Issuer ”)

BNP Paribas Trust Corporation UK Limited (the “ Issuer Security Trustee ”)

as trustee on behalf of the Issuer

10 Harewood Avenue

London, NW1 6AA

Dear Sir or Madam:

The undersigned (“[ ]” or the “ Issuing Bank ”) hereby irrevocably establishes, at the request and for the account of The Hertz Corporation, a Delaware Corporation (“ Hertz ”), pursuant to the senior secured revolving credit facility, provided under a Credit Agreement, dated as of June 30, 2016, among Hertz, the Issuing Bank, certain affiliates of Hertz, Barclays Bank PLC, as administrative agent and collateral agent, and the several banks and financial institutions party thereto from time to time in accordance with the terms thereof, the “ Credit Agreement ”), in the Beneficiaries’ favor and on the Beneficiaries’ behalf as Issuer and Issuer Security Trustee, respectively, under the issuer facility agreement, originally dated as of September 25, 2018 (as may be amended, supplemented, amended and restated or otherwise modified from time to time, the “ Issuer Facility Agreement ”), by and among the Issuer, the Issuer Security Trustee, Hertz Europe Limited as Issuer Administrator, Credit Agricole Corporate and Investment Bank, as Administrative Agent, certain committed note purchasers, certain conduit investors and certain funding agents, in respect of Credit Demands (as defined below) and Termination Demands (as defined below) this Irrevocable Letter of Credit No. [ ●] in the amount of [ ●] ( €[ ●]) (such amount, as the same may be reduced, increased (to an amount not exceeding [ ●] ( €[ ●] )) or reinstated as provided herein, being the “ Letter of Credit Amount ”), effective immediately and expiring at [4:00 p.m. (New York time)] at our office located at [ insert address of Issuing Bank ] (such office or any other office which may be designated by the Issuing Bank by written notice delivered to the Beneficiaries, being the “ Issuing Bank’s Office ”) on the earlier of (i) [ ●] , 2019 and

I-1

(ii) June 25, 2021 beyond which expiry date will not be extended (or, if such date is not a Business Day (as defined below), the immediately succeeding Business Day) (the “ Letter of Credit Expiration Date ”) . The Issuing Bank hereby agrees that the Letter of Credit Expiration Date shall be automatically extended, without amendment, to the earlier of (i) the date that is one year from the then current Letter of Credit Expiration Date and (ii) June 25, 2021, unless, no fewer than sixty (60) days before the then current Letter of Credit Expiration Date, we notify you in writing by registered mail (return receipt), registered courier or email that this letter of credit will not be extended beyond the then current Letter of Credit Expiration Date.

The terms “ Beneficiary ” or “ Beneficiaries ” refers herein (and in each Annex hereto) to the Issuer and the Issuer Security Trustee as trustee on behalf of the Issuer. Any action taken by one Beneficiary hereunder shall bind each of them. Any drawing by either Beneficiary will constitute a drawing by both. Capitalized terms used herein and not defined herein shall have the meanings set forth in the master definitions and constructions agreement signed by, amongst others, the parties to the Issuer Facility Agreement, dated 25 September 2018, as amended, modified or supplemented from time to time.

The Issuing Bank irrevocably authorizes the Beneficiaries to draw on it, in accordance with the terms and conditions and subject to the reductions in amount as hereinafter set forth, (1) in one or more draws by one or more of either of the Issuer’s or the Issuer Security Trustee’s drafts, each drawn on the Issuing Bank at the Issuing Bank’s Office (including by way of email), payable at sight on a Business Day (as defined below), and accompanied by either of the Issuer’s or the Issuer Security Trustee’s written and completed certificate signed by the Issuer or the Issuer Security Trustee (as applicable) in substantially the form of Annex A ( Certificate of Credit Demand ) attached hereto (any such draft accompanied by such certificate being a “ Credit Demand ”), an amount equal to the face amount of each such draft but in the aggregate amount not exceeding the Letter of Credit Amount as in effect on such Business Day (as defined below) and (2) in one or more draws by one or more of either of the Issuer’s or the Issuer Security Trustee’s drafts, each drawn on the Issuing Bank at the Issuing Bank’s Office (including by way of email), payable at sight on a Business Day (as defined below), and accompanied by either of the Issuer’s or the Issuer Security Trustee’s written and completed certificate signed by the Issuer or the Issuer Security Trustee (as applicable) in substantially the form of Annex B ( Certificate of Termination Demand ) attached hereto (any such draft accompanied by such certificate being a “ Termination Demand ”), an amount equal to the face amount of each such draft but in the aggregate amount not exceeding the Letter of Credit Amount as in effect on such Business Day.

In this Letter of Credit, “ Business Day ” means any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to close in New York City, New York.

Upon the Issuing Bank honoring any Credit Demand or Termination Demand presented hereunder, the Letter of Credit Amount shall automatically be decreased by an amount equal

I-2

to the amount of such Credit Demand or Termination Demand. In addition to the foregoing reduction, (i) upon the Issuing Bank honoring any Termination Demand in respect of the entire Letter of Credit Amount presented to it hereunder, the amount available to be drawn under this Letter of Credit shall automatically be reduced to zero and this Letter of Credit shall be terminated and (ii) no amount decreased on the honoring of any Termination Demand shall be reinstated. The Issuing Bank shall notify each Beneficiary in writing of any such reimbursement and the corresponding amount of the reinstatement of the Letter of Credit Amount.

The Letter of Credit Amount shall be automatically reinstated when and to the extent, but only when and to the extent, that (i) the Issuing Bank is reimbursed by Hertz (or by the Issuer under Clause 5.6 ( Past Due Rental Payments ) or Clause 5.7 ( Letters of Credit and L/C Cash Collateral Account ) of the Issuer Facility Agreement) for any amount drawn hereunder as a Credit Demand and (ii) the Issuing Bank receives written notice from Hertz in substantially the form of Annex C ( Certificate of Reinstatement of Letter of Credit Amount ) hereto that no Event of Bankruptcy with respect to Hertz has occurred and is continuing; provided, however, that the Letter of Credit Amount shall, in no event, be reinstated to an amount in excess of the then current Letter of Credit Amount (without giving effect to any reduction to the Letter of Credit Amount that resulted from any such Credit Demand).

The Letter of Credit Amount shall be automatically reduced in accordance with the terms of a written request from either the Issuer or the Issuer Security Trustee (in each case with the prior consent of Hertz) to the Issuing Bank in substantially the form of Annex E ( Notice of Reduction of Letter of Credit Amount ) attached hereto that is acknowledged and agreed to in writing by the Issuing Bank. The Letter of Credit Amount shall be automatically increased upon receipt by (and written acknowledgment of such receipt by) the Issuer or the Issuer Security Trustee of written notice from the Issuing Bank in substantially the form of Annex F ( Notice of Increase of Letter of Credit Amount ) attached hereto certifying that the Letter of Credit Amount has been increased and setting forth the amount of such increase, which increase shall not result in the Letter of Credit Amount exceeding an amount equal to [ ●] ( €[ ●]) .

Each Credit Demand and Termination Demand shall be dated the date of its presentation, and shall be presented (and, for the avoidance of doubt, may be presented by way of facsimile in accordance with the notice provisions set out below) to the Issuing Bank at the Issuing Bank’s Office, Attention: [ ● ]. If the Issuing Bank receives any Credit Demand or Termination Demand at such office, all in strict conformity with the terms and conditions of this Letter of Credit, not later than [12:00 p.m. (New York City time)] on a Business Day prior to the termination hereof, the Issuing Bank will make such funds available by [4:00 p.m. (New York City time)] [on the same day] in accordance with the relevant Beneficiary’s payment instructions. If the Issuing Bank receives any Credit Demand or Termination Demand at such office, all in strict conformity with the terms and conditions of this Letter of Credit, after [12:00 p.m. (New York City time)] on a Business Day prior to the termination hereof, the Issuing Bank will make the funds available by [4:00 p.m. (New York City time)]

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on the [next succeeding Business Day] in accordance with the relevant Beneficiary’s payment instructions. All payments made by the Issuing Bank under this Letter of Credit shall be made by deposit of same day funds into the designated account specified in the relevant Credit Demand or Termination Demand, as the case may be, and shall be made with the Issuing Bank’s own funds.

In the event there is more than one draw request on the same Business Day, the draw requests shall be honored in the following order: (1) Credit Demands and (2) the Termination Demand.

Upon the earliest of (i) the date on which the Issuing Bank honors a Termination Demand presented hereunder to the extent of the Letter of Credit Amount as in effect on such date, (ii) the date on which the Issuing Bank receives written notice from Beneficiary (in each case with the prior consent of Hertz) that an alternate letter of credit or other credit facility has been substituted for this Letter of Credit and (iii) the Letter of Credit Expiration Date, this Letter of Credit shall automatically terminate and the Beneficiaries shall surrender this Letter of Credit to the undersigned Issuing Bank on such day.

This Letter of Credit is transferable by the Issuer Security Trustee in its entirety, but not in part, to any transferee(s) of the Issuer Security Trustee as Beneficiary who the Issuer Security Trustee certifies to the Issuing Bank has succeeded BNP Paribas Trust Corporation UK Limited as Issuer Security Trustee under the Issuer Security Trust Deed, and may be successively transferred. Transfer of this Letter of Credit to such transferee shall be effected by the presentation to the Issuing Bank of this Letter of Credit accompanied by a certificate in substantially the form of Annex D ( Instruction to Transfer ) attached hereto. Upon such presentation the Issuing Bank shall forthwith transfer this Letter of Credit to (or to the order of) the transferee or, if so requested by Beneficiary’s transferee, issue a letter of credit to (or to the order of) Beneficiary’s transferee with provisions therein consistent with this Letter of Credit.

This Letter of Credit sets forth in full the undertaking of the Issuing Bank, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein, except only the certificates and the drafts referred to herein; and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement except for such certificates and such drafts.

Any payment under this Letter of Credit shall be made in Euros.

The Issuing Bank agrees that it shall have no right of reimbursement or other recourse against any Beneficiary in respect of this Letter of Credit.

The Issuing Bank may not assign or transfer or purport to assign or transfer a right or obligation under this Letter of Credit.

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We have been advised that the Issuer acknowledges that this Letter of Credit shall be an Issuer Related Document for the purposes of the Issuer Security Trust Deed, however this is without engagement or responsibility on the part of the Issuing Bank.

Any communication to be made under or in connection with this Letter of Credit (including, for the avoidance of doubt, any Credit Demand or Termination Demand) shall be made in writing and, unless otherwise stated, may be made by email or letter (provided that in relation to any Credit Demand or Termination Demand delivered by email transmission, the Issuer or the Issuer Security Trustee (as applicable) shall deliver the original executed counterpart of such Credit Demand or Termination Demand, as the case may be, to the Issuing Bank by means of registered mail). The address and email address (and the department or officer, if any, for whose attention the communication is to be made) of each party for any communication or document to be made or delivered under or in connection with this Letter of Credit is as set out below, or any substitute address or email address or department or officer as the party may notify the other parties hereto by not less than five Business Days’ notice.

In the case of the Issuing Bank:

[ Name ]

Address: [ ●]

Email: [ ●]

Attention: [ ●]

In the case of the Issuer:

International Fleet Financing No. 2 B.V.

Address: Fourth Floor

3 George’s Dock

IFSC

Dublin 1, Ireland

Telephone: +353 1 612 5555

Fax: +353 1 612 5550

Email: ireland@wilmingtontrust.com

With a copy to:

Hertz Europe Limited

Address: Hertz House

11 Vine Street

Uxbridge

UB8 1QE

Email: bdavies@hertz.com / fbagchi@hertz.com

I-5

Attention: Bryn Davies / Falguni Bagchi

In the case of the Issuer Security Trustee:

BNP Paribas Trust Corporation UK Limited

Address: 10 Harewood Avenue

London, NW1 6AA

Telephone: +44 (0) 20 7595 3307

Fax: +44 (0) 20 7595 5078

Email: trustee.london@bnpparibas.com

This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits, 2007 Revision, ICC Publication No. 600 (the “ Uniform Customs ”), which is incorporated into the text of this Letter of Credit by reference, and shall be governed by the laws of the State of New York, including, as to matters not covered by the Uniform Customs, the Uniform Commercial Code as in effect in the State of New York; provided that, if an interruption of business (as described in such Article 36 of the Uniform Customs) exists at the Issuing Bank’s Office, the Issuing Bank agrees to (i) promptly notify the Issuer and the Issuer Security Trustee of an alternative location in which to send any communications with respect to this Letter of Credit or (ii) to effect payment under this Letter of Credit if a draw which otherwise conforms to the terms and conditions of this Letter of Credit is made prior to the earlier of (A) the thirtieth day after the resumption of business and (B) the Letter of Credit Expiration Date; provided further that, Article 32 of the Uniform Customs shall not apply to this Letter of Credit as draws hereunder shall not be deemed to be installments for purposes thereof.

Very truly yours,

[ ] as Issuing Bank


By:	Name: Title:


By:	Name: Title:

I-6

ANNEX A

CERTIFICATE OF CREDIT DEMAND

[ Issuing Bank’s name and address ]

Attention: [ ● ]

Certificate of Credit Demand under the Irrevocable Letter of Credit No. [ ● ] (the “Letter of Credit”), dated [ ● ], issued by [ ● ], as the Issuing Bank, in favor of International Fleet Financing No.2 B.V. (the “Issuer”) and BNP Paribas Trust Corporation UK Limited (the “Issuer Security Trustee”) as trustee on behalf of the Issuer.

Capitalized terms used herein and not defined herein have the meanings set forth in the master definitions and constructions agreement signed by, amongst others, the parties to the Issuer Facility Agreement (as defined in the Letter of Credit), dated [●], 2018, as amended, modified or supplemented from time to time.

The undersigned, a duly authorized officer of the [Issuer]/[Issuer Security Trustee (acting on the instructions of the Administrative Agent)], hereby certifies to the Issuing Bank as follows:


1.	[BNP Paribas Trust Corporation UK Limited] ¹ is the Issuer Security Trustee under the Issuer Security Trust Deed referred to in the Letter of Credit.

[A Reserve Account Interest Withdrawal Shortfall exists on the [●] ² Payment Date and pursuant to Clause 5.5(a) ( Letters of Credit ) of the Issuer Facility Agreement, an amount equal to the Issuing Bank’s Pro Rata Share of the least of: (i) such Reserve Account Interest Withdrawal Shortfall, (ii) the Letter of Credit Amount as of such Payment Date, and (iii) the Lease Interest Payment Deficit for such Payment Date.] ³

[A Reserve Account Interest Withdrawal Shortfall exists on the [●] ⁴ Payment Date and pursuant to Clause 5.5(a) ( Letters of Credit ) of the Issuer Facility Agreement, an amount equal to the Issuing Bank’s Pro Rata Share of the excess of: (i) the least of (A) such Reserve Account Interest Withdrawal Shortfall, (B) the Letter of Credit Amount as of such Payment Date on the Letters of Credit, and (C) the Lease Interest Payment Deficit for such Payment Date over (ii) the lesser of (x) the L/C Cash Collateral Percentage on such Payment Date of the least of the amounts described in paragraphs (A), (B) and (C) above and (y) the Available L/C Cash Collateral Account Amount on such Payment Date] ⁵

__________________________________________________

¹ To be included where the Issuer Security Trustee serves the demand notice.

² Specify the relevant Payment Date.

³ Use in case of a Reserve Account Interest Withdrawal Shortfall on any Payment Date and if no L/C Cash Collateral Account has been established and funded.

⁴ Specify the relevant Payment Date.

⁵ Use in case of a Reserve Account Interest Withdrawal Shortfall on any Payment Date and if the Issuer L/C Cash Collateral Account has been established and funded.

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[A Lease Principal Payment Deficit exists on the Legal Final Payment Date that exceeds the amount, if any, withdrawn from the Issuer Reserve Account pursuant to Clause 5.4(b) ( Reserve Account Withdrawals ) of the Issuer Facility Agreement and pursuant to Clause 5.5(b) ( Letters of Credit ) of the Issuer Facility Agreement, an amount equal to the Issuing Bank’s Pro Rata Share of the lesser of: (i) the excess of the Lease Principal Payment Deficit over the amounts withdrawn from the Issuer Reserve Account pursuant to Clause 5.4(b) ( Reserve Account Withdrawals ) of the Issuer Facility Agreement, (ii) the Letter of Credit Amount as of the Legal Final Payment Date (after giving effect to any drawings on the Letters of Credit on the Legal Final Payment Date pursuant to Clause 5.5(a) ( Letters of Credit ) of the Issuer Facility Agreement) and (iii) the excess, if any, of the Principal Amount over the amount to be deposited into the Issuer Principal Collection Account (together with any amounts to be deposited therein pursuant to the terms of the Issuer Facility Agreement (other than pursuant to amounts allocated and drawn in accordance with this sentence or as a result of a Principal Deficit Amount exceeding zero) on the Legal Final Payment Date for payment of principal of the Issuer Notes ] ⁶

[A Lease Principal Payment Deficit exists on the Legal Final Payment Date that exceeds the amount, if any, withdrawn from the Issuer Reserve Account pursuant to Clause 5.4(b) ( Reserve Account Withdrawals ) of the Issuer Facility Agreement and pursuant to Clause 5.5(b) ( Letters of Credit ) of the Issuer Facility Agreement, an amount equal to the Issuing Bank’s Pro Rata Share of the excess of (i) the lesser of: (A) the excess of the Lease Principal Payment Deficit over the amounts withdrawn from the Issuer Reserve Account pursuant to Clause 5.4(b) ( Reserve Account Withdrawals ) of the Issuer Facility Agreement, (B) the Letter of Credit Amount as of the Legal Final Payment Date (after giving effect to any drawings on the Letters of Credit on The Legal Final Payment Date pursuant to Clause 5.5(a) ( Letters of Credit ) of the Issuer Facility Agreement) and (C) the excess, if any, of the Principal Amount over the amount to be deposited into the Issuer Principal Collection Account (together with any amounts to be deposited therein pursuant to the terms of the Issuer Facility Agreement (other than pursuant to amounts allocated and drawn in accordance with this sentence or as a result of a Principal Deficit Amount exceeding zero) on the Legal Final Payment Date for payment of principal of the Issuer Notes , over (ii) the lesser of (A) the L/C Cash Collateral Percentage on the Legal Final Payment Date of the amount calculated pursuant to paragraph (i) above and (B) the Available L/C Cash Collateral Account Amount on the Legal Final Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Clause 5.5(a) ( Letters of Credit ) of the Issuer Facility Agreement)] ⁷

^{_______________________________________}

⁶ Use in case of a Lease Principal Payment Deficit on the Legal Final Payment Date and if no Issuer L/C Cash Collateral Account has been established and funded.

⁷ Use in case of a Lease Principal Payment Deficit on the Legal Final Payment Date and if the Issuer L/C Cash Collateral Account has been established and funded.

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[A Liquidation Event shall have occurred and pursuant to Clause 5.5(d) ( Letters of Credit ) of the Issuer Facility Agreement, an amount equal to the Issuing Bank’s Pro Rata Share of the lesser of: (i) the excess of the Required Liquid Enhancement Amount over the Available L/C Cash Collateral Account Amount and (ii) the Letter of Credit Amount as of such date] ⁸

has been allocated to making a drawing under the Letter of Credit.

The [Issuer]/[Issuer Security Trustee] is making a drawing under the Letter of Credit as required by Clause[s] [5.5(a) ( Letters of Credit )] and/or 5.4(b) ( Reserve Account Withdrawals )] ⁹ of the Issuer Facility Agreement for an amount equal to €[ ●] , which amount is a L/C Credit Disbursement (the “ L/C Credit Disbursement ”) and is equal to the amount allocated to making a drawing on the Letter of Credit under such Clause [5.5(a) ( Letters of Credit ) and/or 5.4(b) ( Reserve Account Withdrawals )] ¹⁰ of the Issuer Facility Agreement as described above. The L/C Credit Disbursement does not exceed the amount that is available to be drawn by the Issuer or the Issuer Security Trustee under the Letter of Credit on the date of this certificate.


4.	The amount of the draft shall be delivered pursuant to the following instructions:

[ insert payment instructions (including payment date)] for wire to the Issuer. ] ¹¹


5.	The [Issuer]/[Issuer Security Trustee (acting on the instructions of the Administrative Agent)] acknowledges that, pursuant to the terms of the Letter of Credit, upon the Issuing Bank honoring the draft accompanying this certificate, the Letter of Credit Amount shall be automatically decreased by an amount equal to such draft.

________________________

⁸ Use in case of a Liquidation Event.

⁹ Use reference to Clause 5.5(a) ( Letters of Credit ) of the Issuer Facility Agreement in case of Reserve Account Interest Withdrawal Shortfall and/or Clause 5.4(b) ( Reserve Account Withdrawals ) of the Issuer Facility Agreement in case of a Lease Principal Payment Deficit.

¹⁰ Use reference to Clause 5.5(a) ( Letters of Credit ) of the Issuer Facility Agreement in case of a Reserve Account Interest Withdrawal Shortfall and/or S Clause 5.4(b) ( Reserve Account Withdrawals ) of the Issuer Facility Agreement in case of a Lease Principal Payment Deficit.

¹¹ See footnote 1 above.

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IN WITNESS WHEREOF, the [Issuer]/[Issuer Security Trustee] has executed and delivered this certificate on this [ ●] day of [ ●] ,[ ●] .

INTERNATIONAL FLEET FINANCING NO.2

B.V. , as Issuer

By:

___________________________________
Name:
Title:

BNP PARIBAS TRUST CORPORATION UK LIMITED , as Issuer Security Trustee

By:

___________________________________
Name:
Title:

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ANNEX B

CERTIFICATE OF TERMINATION DEMAND

[ Insert name and address of Issuing Bank ]

Attention: [ ● ]

Certificate of Termination Demand under the Irrevocable Letter of Credit No. [ ● ] (the “Letter of Credit”), dated [ ● ], issued by [ ● ], as the Issuing Bank, in favor of International Fleet Financing No.2 B.V. (the “Issuer”) and BNP Paribas Trust Corporation UK Limited (the “Issuer Security Trustee”) as trustee on behalf of the Issuer.

The undersigned, a duly authorized signatory of the [Issuer]/[Issuer Security Trustee (acting on the instructions of the Administrative Agent)], hereby certifies to the Issuing Bank as follows:


1.	[BNP Paribas Trust Corporation UK Limited] ¹ is the Issuer Security Trustee under the Issuer Security Trust Deed referred to in the Letter of Credit.

[Pursuant to Clause 5.7(a) ( Letter of Credit Expiration Date - Deficiencies ) of the Issuer Facility Agreement, an amount equal to the Issuing Bank’s Pro Rata Share of the lesser of (x) the greater of (A) the excess, if any, of the Adjusted Asset Coverage Threshold Amount over the Issuer Aggregate Asset Amount, in each case, as of the date that is sixteen (16) Business Days prior to the scheduled expiration date of the Letter of Credit (after giving effect to all deposits to, and withdrawals from, the Issuer Reserve Account and the Issuer L/C Cash Collateral Account on such date), excluding the Letter of Credit but taking into account any substitute Letter of Credit that has been obtained from an Eligible Letter of Credit Provider and is in full force and effect on such date and (B) the excess, if any, of the Required Liquid Enhancement Amount over the Adjusted Liquid Enhancement Amount, in each case, as of such date (after giving effect to all deposits to, and withdrawals from, the Issuer Reserve Account and the Issuer L/C Cash Collateral Account on such date), excluding the Letter of Credit but taking into account each substitute Letter of Credit that has been obtained from an Eligible Letter of Credit Provider and is in full force and effect on such date, and (y) the amount available to be drawn on the expiring Letter of Credit on such date has been allocated to making a drawing under the Letter of Credit.] ²

^{________________________________________}

¹ To be included where the Issuer Security Trustee serves the demand notice.

² Use in case of an expiring Letter of Credit.

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[The Issuer Security Trustee has not received the notice required from the Issuer pursuant to Clause 5.7(a) ( Letter of Credit Expiration Date - Deficiencies ) of the Issuer Facility Agreement on or prior to the date that is fifteen (15) Business Days prior to each Letter of Credit Expiration Date. As such, pursuant to such Clause 5.7(a) ( Letter of Credit Expiration Date - Deficiencies ) of the Issuer Facility Agreement, the Issuer Security Trustee is making a drawing for the full amount of the Letter of Credit.] ³

[Pursuant to Clause 5.7(b) ( Letter of Credit Provider Downgrades ) of the Issuer Facility Agreement, an amount equal to the lesser of (i) the greater of (A) the excess, if any, of the Adjusted Asset Coverage Threshold Amount over the Issuer Aggregate Asset Amount as of the thirtieth (30) day after the occurrence of a Downgrade Event with respect to the Issuing Bank, excluding the available amount under the Letter of Credit on such date and (B) the excess, if any, of the Required Liquid Enhancement Amount over the Adjusted Liquid Enhancement Amount as of such date, excluding the available amount under the Letter of Credit on such date, excluding the available amount under the Letter of Credit on such date, and (ii) the amount available to be drawn on the Letter of Credit on such date has been allocated to making a drawing under the Letter of Credit.] ⁴

[Pursuant to Clause [5.7(a) ( Letter of Credit Expiration Date – Deficiencies )] ⁵ [5.7(b) ( Letter of Credit Provider Downgrades )] ⁶ of the Issuer Facility Agreement, the [Issuer]/[Issuer Security Trustee] is making a drawing in the amount of €[ ●] which is a L/C Termination Disbursement (the “ L/C Termination Disbursement ”) and is equal to the amount allocated to making a drawing on the Letter of Credit under such Clause [5.7(a) ( Letter of Credit Expiration Date – Deficiencies )] ⁷ [5.7(b) ( Letter of Credit Provider Downgrades )] ⁸ of the Issuer Facility Agreement as described above. L/C Termination Disbursement does not exceed the amount that is available to be drawn by the Issuer or the Issuer Security Trustee under the Letter of Credit on the date of this certificate.


4.	The amount of the draft shall be delivered pursuant to the following instructions:

[ insert payment instructions (including payment date)] for wire to the Issuer. ] ⁹

________________________

³ Use if the Issuer does not provide the Issuer Security Trustee with notices required under Clause 5.7(a) ( Letters of Credit and L/C Cash Collateral Account ) of the Issuer Facility Agreement with respect to an expiring Letter of Credit.

⁴ Use in case of Issuing Bank being subject to a Downgrade Event.

⁵ Use in case of an expiring Letter of Credit.

⁶ Use in case of a Letter of Credit Provider being subject to a Downgrade Event.

⁷ Use in case of an expiring Letter of Credit.

⁸ Use in case of a Letter of Credit Provider being subject to a Downgrade Event.

⁹ See footnote 1 above.

I-12


5.	The [Issuer]/[Issuer Security Trustee] acknowledges that, pursuant to the terms of the Letter of Credit, upon the Issuing Bank honoring the draft accompanying this certificate, the Letter of Credit Amount shall be automatically reduced to zero and the Letter of Credit shall terminate and be immediately returned to the Issuing Bank.

IN WITNESS WHEREOF, the [Issuer]/[Issuer Security Trustee] has executed and delivered this certificate on this [ ●] day of [ ●] ,[ ●] .

INTERNATIONAL FLEET FINANCING NO.2

B.V. , as Issuer

By:

___________________________________
Name:
Title:

BNP PARIBAS TRUST CORPORATION UK LIMITED , as Issuer Security Trustee

By:

___________________________________
Name:
Title:

I-13

ANNEX C

CERTIFICATE OF REINSTATEMENT
OF LETTER OF CREDIT AMOUNT

[ Insert name and address of Issuing Bank ]

Attention: [ ●]

cc:

International Fleet Financing No. 2 B.V. (the “ Issuer ”)

BNP Paribas Trust Corporation UK Limited (the “ Issuer Security Trustee ”)

as trustee on behalf of the Issuer

10 Harewood Avenue

London, NW1 6AA

Certificate of Reinstatement of Letter of Credit Amount under the Irrevocable Letter of Credit No. [ ●] (the “Letter of Credit”), dated [ ●] , issued by [ ●] , as the Issuing Bank, in favor of International Fleet Financing No.2 B.V. (the “Issuer”) and BNP Paribas Trust Corporation UK Limited (the “Issuer Security Trustee”) as trustee on behalf of the Issuer.

The undersigned, a duly authorized officer of Hertz Europe Limited (“ Hertz ”), hereby certifies to the Issuing Bank as follows:


1.	As of the date of this certificate, the Issuing Bank has been reimbursed by Hertz in the amount €[ ●] (the “ Reimbursement Amount ”) in respect of the Credit Demand made on [ date ].


2.	The Reimbursement Amount was paid to the Issuing Bank prior to payment in full of the Issuer Notes.

Hertz hereby notifies you that, pursuant to the terms and conditions of the Letter of Credit, the Letter of Credit Amount of the Issuing Bank is hereby reinstated in the amount of €[ ●], effective upon the date of receipt by the Issuing Bank of this Certificate of Reinstatement of Letter of Credit Amount, so that the Letter of Credit Amount of the Issuing Bank after taking into account such reinstatement is in amount equal to €[ ●] .

I-14

As of the date of this certificate, no Event of Bankruptcy with respect to Hertz has occurred and is continuing. “ Event of Bankruptcy ” with respect to Hertz means (a) a case or other proceeding shall be commenced, without the application or consent of Hertz, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of Hertz, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for Hertz or all or any substantial part of its assets, or any similar action with respect to Hertz under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and any such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of Hertz shall be entered in an involuntary case under the federal bankruptcy laws or any other similar law now or hereafter in effect; or (b) Hertz 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 any substantial part of its property, or shall make any general assignment for the benefit of creditors; or (c) Hertz or its board of directors shall vote to implement any of the actions set forth in the preceding clause (b).

IN WITNESS WHEREOF, Hertz has executed and delivered this certificate on this [ ●] day of [ ●] , [ ●] .

HERTZ EUROPE LIMITED


By	Title:

I-15

Acknowledged and Agreed:

The undersigned hereby acknowledges receipt of the Reimbursement Amount (as defined above) in the amount set forth above and agrees that the undersigned’s Letter of Credit Amount is in an amount equal to €[ ●] as of this [ insert day ] day of [ insert year ] after taking into account the reinstatement of the Letter of Credit Amount by an amount equal to the Reimbursement Amount.

[ Name of Issuing Bank ]

By:

Name:

Title:

By:

Name:

Title:

I-16

ANNEX D

INSTRUCTION TO TRANSFER

(COMPANY LETTERHEAD)

TO: CREDIT AGRICOLE CORPORATE & INVESTMENT BANK

NEW YORK BRANCH

1301 AVENUE OF THE AMERICAS

NEW YORK, NY 10019

ATTN: LETTER OF CREDIT DEPARTMENT

DATE: _________________

RE: YOUR LETTER OF CREDIT NO. ____________ISSUED ON ________________IN FAVOR OF

THE UNDERSIGNED.

GENETLEMEN:

FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS,

IN ITS ENTIRETY, ALL RIGHTS TO DRAW UNDER THE ABOVE REFERENCED LETTER OF CREDIT

TO:

______________________________

THE “TRANSFEREE”

______________________________

ADDRESS

______________________________

ALL RIGHTS OF THE BENEFICIARY IN THE LETTER OF CREDIT, ARE TRANSFERRED TO THE ABOVE TRANSFEREE, WHO SHALL HEREAFTER BE THE BENEFICIARY FOR ALL PURPOSES AND THE BENEFICIARY SHALL HAVE NO FURTHER RIGHTS THEREUNDER, INCLUDING RIGHTS RELATING TO ANY AMENDMENTS OF THE STATED AMOUNT OF THE LETTER OF CREDIT OR TO THE EXPIRY DATE OR OTHER AMENDMENTS, AND WHETHER NOW EXISTING OR HEREAFTER MADE. ALL AMEDNMENTS ARE TO BE ADVISED DIRETCLY TO THE TRANSFEREE WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE TO THE BENEFICIARY.

THE ORIGINAL LETTER OF CREDIT IS RETURNED HEREWITH, AND THE BENEFICIARY HEREBY REQUESTS THE AUTHORIZED BANK TO ENDORSE THE TRANSFER ON THE REVERSE THEREOF AND FORWARD IT DIRECTLY TO THE TRANSFEREE WITH THE ISSUING BANK’S CUSTOMARY NOTICE OF TRANSFER.

(TOGETHER WITH YOUR REQUEST FOR TRANSFER, PLEASE ENCLOSE YOUR CHECK FOR 1/4% OF THE AMOUNT BEING TRANSFERRED OR MINIMUM $250.00, UNLESS OTHERWISE ARRANGED)

VERY TRULY YOURS

(COMPANY NAME)

BY: __________________________

AUTHORIZED SIGNATURE

(NAME PRINTED)

I-17

THE PERSON WHOSE NAME AND SIGNATURE

APPEARS HEREWITH IS A DULY

AUTHORIZED

AS ITS: _______________________ SIGNATURE OF THE BENFICIARY:

TITLE NAME OF BANK (WITH BANK STAMP OR SEAL)

_____________________________

SIGNATURE OF BANK OFFICER

TITLE:_________________________

(

I-18

The Letter of Credit is returned herewith and in accordance therewith we ask that this transfer be effective and that the Issuing Bank transfer the Letter of Credit to our transferee and that the Issuing Bank endorse the Letter of Credit returned herewith in favor of the transferee or, if requested by the transferee, issue a new irrevocable letter of credit in favor of the transferee with provisions consistent with the Letter of Credit.

Very truly yours,

BNP PARIBAS TRUST CORPORATION UK LIMITED , as Issuer Security Trustee


By	Name: Title:


By	Name: Title:

I-19

ANNEX E

NOTICE OF REDUCTION OF LETTER OF CREDIT AMOUNT

[ Insert name and address of Issuing Bank ]

Attention: [ ● ]

Notice of Reduction of Letter of Credit Amount under the Irrevocable Letter of Credit No. [ ● ] (the “ Letter of Credit ”), dated [ ● ], issued by [ name of Issuing Bank ], as the Issuing Bank, in favor of the Issuer and the Issuer Security Trustee on behalf of the Issuer. Capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Letter of Credit or, if not defined therein, the Master Definitions and Constructions Agreement (as defined in the Letter of Credit).

The undersigned, a duly authorized officer of the Issuer Security Trustee, hereby notifies the Issuing Bank as follows:


1.	The Issuer Security Trustee has received a notice in accordance with the Issuer Facility Agreement authorizing it to request a reduction of the Letter of Credit Amount to €[ ●] and is delivering this notice in accordance with the terms of the Letter of Credit Agreement.


2.	The Issuing Bank acknowledges that the aggregate maximum amount of the Letter of Credit is reduced to €[ ●] from €[ ●] pursuant to and in accordance with the terms and provisions of the Letter of Credit and that the reference in the first paragraph of the Letter of Credit to “ (€ )” is amended to read “ (€ ).


3.	This request, upon your acknowledgment set forth below, shall constitute an amendment to the Letter of Credit and shall form an integral part thereof and confirms that all other terms of the Letter of Credit remain unchanged.


4.	The Issuing Bank is requested to execute and deliver its acknowledgment and agreement to this notice to the Issuer Security Trustee in the manner provided in Section [3.2(a)] of the Letter of Credit Agreement.

I-20

IN WITNESS WHEREOF, the Issuer Security Trustee has executed and delivered this certificate on this [ ●] day of [ ●] , [ ●] .

BNP PARIBAS TRUST CORPORATION UK LIMITED , as Issuer Security Trustee


By	Name: Title:


By	Name: Title:

I-21

ANNEX F

NOTICE OF INCREASE OF LETTER OF CREDIT AMOUNT

Beneficiaries:

International Fleet Financing No. 2 B.V. the (“ Issuer ”)

BNP Paribas Trust Corporation UK Limited (the “ Issuer Security Trustee ”),

as trustee on behalf of the Issuer

10 Harewood Avenue

London, NW1 6AA

cc: Hertz Europe Limited

Hertz House

11 Vine Street

Uxbridge

UB8 1QE

Notice of Increase of Letter of Credit Amount under the Irrevocable Letter of Credit No. [ ●] (the “ Letter of Credit ”), dated [ ●] , issued by [ insert name of Issuing Bank ], as the Issuing Bank, in favor of the Issuer and the Issuer Security Trustee.

Capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Letter of Credit or, if not defined therein, in the Master Definitions and Constructions Agreement (as defined in the Letter of Credit).

The undersigned, duly authorized officers of the Issuing Bank, hereby notify the Issuer and the Issuer Security Trustee as follows:


1.	The Issuing Bank has received a request from Hertz to increase the Letter of Credit Amount by €[ ●] , which increase shall not result in the Letter of Credit Amount exceeding an amount equal to €[ ●] .


2.	Upon your acknowledgment set forth below, the aggregate maximum amount of the Letter of Credit is increased to €[ ●] from €[ ●] pursuant to and in accordance with the terms and provisions of the Letter of Credit and that the reference in the first paragraph of the Letter of Credit to “ (€ )” is amended to read “__________ (€ )”.


3.	This notice, upon your acknowledgment set forth below, shall constitute an amendment to the Letter of Credit and shall form an integral part thereof and confirms that all other terms of the Letter of Credit remain unchanged.

I-22


4.	The Issuer and the Issuer Security Trustee are requested to execute and deliver their acknowledgment and acceptance to this notice to the Issuing Bank, in the manner provided in Section [3.2(a)] of the Letter of Credit Agreement and upon receipt by the Issuing Bank of such acknowledgement, the increase in the Letter of Credit Amount shall be immediately effective.

IN WITNESS WHEREOF, the Issuing Bank has executed and delivered this certificate on this [ ●] day of [ ●] , [ ●] .

[ Name of Issuing Bank ]


By:	Name: Title:


By:	Name: Title:

INTERNATIONAL FLEET FINANCING NO.2

B.V.

Issuer

By:

___________________________________
Name:

Title:

BNP PARIBAS TRUST CORPORATION UK LIMITED

Issuer Security Trustee

By:

___________________________________
Name:

Title:

I-23

EXHIBIT J-1
TO
ISSUER FACILITY AGREEMENT

CLASS A FORM OF ADVANCE REQUEST

INTERNATIONAL FLEET FINANCING NO.2 B.V.

To: Addressees on Schedule I hereto Ladies and Gentlemen:

This Class A Advance Request is delivered to you pursuant to Clause 2.2(a) of the issuer facility agreement, dated as of 25 September 2018 (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “ Issuer Facility Agreement ”) and entered into between, among others, International Fleet Financing No.2 BV (the “ Issuer ”), BNP Paribas Trust Corporation UK Limited (the “ Issuer Security Trustee ”) and Credit Agricole Corporate and Investment Bank (the “ Administrative Agent ”).

The parties hereto acknowledge and agree that the rights and obligations under this Class A Advance Request shall become effective at the Effective Date.

The undersigned hereby requests that a [Class A Ordinary Advance] [Class A Reserve Advance] be made in the aggregate principal amount of € on [●] 20[●]. The undersigned hereby acknowledges that, subject to the terms of the Issuer Facility Agreement, any Class A Advance that is not funded at the Class A CP Rate by a Class A Conduit Investor or otherwise shall be made at the Class A Reference Rate and the related Interest Period shall commence on the date of the Class A Advance made at such Class A Reference Rate and end on the next Payment Date.

The Issuer Aggregate Asset Amount as of the date hereof is an amount equal to € .

The Expected Payment Date of the Class A Advance requested hereby is ____________.

The undersigned hereby acknowledges that the delivery of this Class A Advance Request and the acceptance by the undersigned of the proceeds of the Class A Advance requested hereby constitute a representation and warranty by the undersigned that, on the date of such Class A Advance, and before and after giving effect thereto and to the application of the proceeds therefrom,

J-1-1

[all conditions set forth in the definition of Class A Funding Conditions have been satisfied] ²¹ [all conditions set forth in clauses (a)-(c), (e) and (g)-(h) of the definition of Class A Funding Conditions have been satisfied] ²² .

The undersigned agrees that if prior to the time of the Class A Advance requested hereby any matter certified to herein by it will not be true and correct at such time as if then made, it will immediately so notify both you and each Class A Committed Note Purchaser and each Class A Conduit Investor, if any, in your Class A Investor Group. Except to the extent, if any, that prior to the time of the Class A Advance, requested hereby from you and each Class A Committed Note Purchaser and each Class A Conduit Investor, if any, in your Class A Investor Group shall receive written notice to the contrary from the undersigned, each matter certified to herein shall be deemed once again to be certified as true and correct at the date of such Class A Advance as if then made.

Please wire transfer the proceeds of each of the Class A Advance to the following account pursuant to the following instructions:

[insert payment instructions]

The undersigned has caused this Class A Advance Request to be executed and delivered, and the certification and warranties contained herein to be made, by its duly Authorized Officer this day of [●] 20[●].

INTERNATIONAL FLEET FINANCING NO.2 B.V.


By:


Name:

Title:

_______________________

²¹ To be used in the case of an Ordinary Advance.

²² To be used in the case of a Reserve Advance.

J-1-2

SCHEDULE I

BNP Paribas Trust Corporation UK Limited as Issuer Security Trustee

10 Harewood Avenue

London, NW1 6AA

United Kingdom

Credit Agricole Corporate and Investment Bank as Administrative Agent

12 Place des Etats-Unis

CS 70052

92547 Montrouge Cedex

France

Matchpoint Finance Plc

4th Floor

Marsh House

25-28 Adelaide Road

Dublin 2

Ireland

Deutsche Bank AG, London Branch

1 Great Winchester Street

London EC2N 2DB

Sheffield Receivables Company LLC

68 South Service Road

Suite 120

Melville

NY 11747

USA

Regency Assets Designated Activity Company

Pinnacle 2

Eastpoint Business Park

Clontarf

Dublin 3, D03 P580

Ireland

Managed and Enhanced Tap (Magenta) Funding S.T

127 rue Amelot

75011 Paris

France

J-1-3

Irish Ring Receivables Purchaser Designated Activity Company

1-2 Victoria Buildings

Haddington Road

Dublin 4

Ireland

Gresham Receivables (No.32) UK Limited

C/O Wilmington Trust SP Services (London) Limited

Third Floor

1 King’s Arms Yard

London, EC2R 7AF

United Kingdom

Lloyds Bank Plc

10 Gresham Street

London EC2V 7AE

United Kingdom

Crèdit Agricole Corporate and Investment Bank

12 Place des Etats-Unis

CS 70052

92547 Montrouge Cedex

France

[ Name and address details of any other Funding Agent, Committed Note Purchaser and Conduit Investors to be included ]

J-1-4

SCHEDULE II



Bank	Commitment Amount	Allocation Percentage	Funding Amount








Totals:		100%

J-1-5

EXHIBIT J-2
TO
ISSUER FACILITY AGREEMENT

CLASS B FORM OF ADVANCE REQUEST

INTERNATIONAL FLEET FINANCING NO.2 B.V.

To: Addressees on Schedule I hereto Ladies and Gentlemen:

This Class B Advance Request is delivered to you pursuant to Clause 2.2(a) of the issuer facility agreement, dated as of 25 September 2018 (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “ Issuer Facility Agreement ”) and entered into between, among others, International Fleet Financing No.2 BV (the “ Issuer ”), BNP Paribas Trust Corporation UK Limited (the “ Issuer Security Trustee ”) and Credit Agricole Corporate and Investment Bank (the “ Administrative Agent ”).

The parties hereto acknowledge and agree that the rights and obligations under this Class B Advance Request shall become effective at the Effective Date.

The undersigned hereby requests that a Class B Advance be made in the aggregate principal amount of € on [●] 20[●]. The undersigned hereby acknowledges that, subject to the terms of the Issuer Facility Agreement, any Class B Advance that is not funded at the Class B CP Rate by a Class B Conduit Investor or otherwise shall be made at the Class B Reference Rate and the related Interest Period shall commence on the date of the Class B Advance made at such Class B Reference Rate and end on the next Payment Date.

The Issuer Aggregate Asset Amount as of the date hereof is an amount equal to €__________________.

The undersigned hereby acknowledges that the delivery of this Class B Advance Request and the acceptance by undersigned of the proceeds of the Class B Advance requested hereby constitute a representation and warranty by the undersigned that, on the date of such Class B Advance, and before and after giving effect thereto and to the application of the proceeds therefrom, all conditions set forth in the definition of Class B Funding Conditions have been satisfied.

J-2-1

The undersigned agrees that if prior to the time of the Class B Advance requested hereby any matter certified to herein by it will not be true and correct at such time as if then made, it will immediately so notify both you and each Class B Committed Note Purchaser and each Class B Conduit Investor, if any, in your Class B Investor Group. Except to the extent, if any, that prior to the time of the Class B Advance, requested hereby from you and each Class B Committed Note Purchaser and each Class B Conduit Investor, if any, in your Class B Investor Group shall receive written notice to the contrary from the undersigned, each matter certified to herein shall be deemed once again to be certified as true and correct at the date of such Class B Advance as if then made.

Please wire transfer the proceeds of each of the Class B Advance to the following account pursuant to the following instructions:

[insert payment instructions]

The undersigned has caused this Class B Advance Request to be executed and delivered, and the certification and warranties contained herein to be made, by its duly Authorized Officer this day of [●] 20[●].

INTERNATIONAL FLEET FINANCING NO.2 B.V.

By:

Name:

Title:

J-2-2

SCHEDULE I

BNP Paribas Trust Corporation UK Limited as Issuer Security Trustee

[ Address ]

Credit Agricole Corporate and Investment Bank as Administrative Agent

12 Place des Etats-Unis

CS 70052

92547 Montrouge Cedex

France

[ Name and address details of any other Funding Agent, Committed Note Purchaser and Conduit Investors to be included ]

J-2-3

EXHIBIT K-1
TO
ISSUER FACILITY AGREEMENT

CLASS A ADDITIONAL INVESTOR GROUP

ADDENDUM TO ISSUER FACILITY AGREEMENT

Capitalized terms used herein have the meanings provided in the master definitions and constructions agreement entered into on or about the date of the Issuer Facility Agreement (as amended, modified or supplemented from time to time) between, amongst others, International Fleet Financing No.2 BV (the “ Issuer ”), BNP Paribas Trust Corporation UK Limited (the “ Issuer Security Trustee ”) and Credit Agricole Corporate and Investment Bank (the “ Administrative Agent ”) (the “ Issuer Facility Agreement ”).

The parties hereto acknowledge and agree that the rights and obligations under this Addendum shall become effective at the Effective Date.

Each of the undersigned:


1.	confirms that it has received a copy of:


a.	the Issuer Facility Agreement; and


b.	such other agreements, documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Addendum;


2.	appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Issuer Facility Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto;


3.	agrees to all of the provisions of the Issuer Facility Agreement;

agrees that the related Class A Maximum Investor Group Principal Amount is € (including any portion of the Class A Maximum Investor Group Principal Amount of such Class A Investor Group acquired pursuant to an assignment to such Class A Investor Group as a Class A Acquiring Investor Group) and the related Class A Committed Note Purchaser’s Class A Committed Note Purchaser Percentage is per cent ( %);


5.	designates as the Class A Funding Agent for itself, and such Class A Funding Agent hereby accepts such appointment;


6.	becomes a party to the Issuer Facility Agreement and a Class A Conduit Investor, Class A Committed Note Purchaser and/or Class A Funding Agent, as the case may be, thereunder

K-1-1

with the same effect as if the undersigned were an original signatory to the Issuer Facility Agreement; and

each member of the Class A Additional Investor Group hereby represents and warrants that the representations and warranties contained in paragraph 3 ( Conduit Investors and Committed Note Purchasers ) of Annex I to the Issuer Facility Agreement are true and correct with respect to the Class A Additional Investor Group on and as of the date hereof and the Class A Additional Investor Group shall be deemed to have made such representations and warranties contained in paragraph 3 ( Conduit Investors and Committed Note Purchasers ) of Annex I to the Issuer Facility Agreement on and as of the date hereof.


8.	The notice address for each member of the Class A Additional Investor Group is as follows:

[INSERT CONTACT INFORMATION FOR EACH ENTITY]


9.	This Addendum shall be effective when a counterpart hereof, signed by the undersigned and Issuer and has been delivered to the parties hereto.


10.	This Addendum and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

IN WITNESS WHEREOF, the undersigned have caused this Addendum to be duly executed and delivered by its duly authorized officer or agent as of this day of ___ 20 __.

K-1-2

[NAME OF ADDITIONAL FUNDING

AGENT], as Class A Funding Agent


By:

Name:

Title:

[NAME OF ADDITIONAL CONDUIT

INVESTOR], as Class A Conduit Investor


By:

Name:

Title:

[NAME OF ADDITIONAL COMMITTED NOTE PURCHASER], as

Class A Committed Note Purchaser


By:

Name:

Title:

K-1-3

Acknowledged and agreed to as of the date

first above written:

INTERNATIONAL FLEET FINANCING NO.2 B.V.

as Issuer

By:

_______________________________

Name:

Title:

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Administrative Agent

By:

_______________________________

Name:

Title:

K-1-4

EXHIBIT K-2
TO
ISSUER FACILITY AGREEMENT

CLASS B ADDITIONAL INVESTOR GROUP

ADDENDUM TO ISSUER FACILITY AGREEMENT

The parties hereto acknowledge and agree that the rights and obligations under this Addendum shall become effective at the Effective Date.

Each of the undersigned:


1.	confirms that it has received a copy of:


a.	the Issuer Facility Agreement; and


b.	such other agreements, documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Addendum;


2.	appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Issuer Facility Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto;


3.	agrees to all of the provisions of the Issuer Facility Agreement;

agrees that the related Class B Maximum Investor Group Principal Amount is € (including any portion of the Class B Maximum Investor Group Principal Amount of such Class B Investor Group acquired pursuant to an assignment to such Class B Investor Group as a Class B Acquiring Investor Group) and the related Class B Committed Note Purchaser’s Class B Committed Note Purchaser Percentage is per cent ( %);


5.	designates as the Class B Funding Agent for itself, and such Class B Funding Agent hereby accepts such appointment;

K-2-1


6.	becomes a party to the Issuer Facility Agreement and a Class B Conduit Investor, Class B Committed Note Purchaser and/or Class B Funding Agent, as the case may be, thereunder with the same effect as if the undersigned were an original signatory to the Issuer Facility Agreement; and

each member of the Class B Additional Investor Group hereby represents and warrants that the representations and warranties contained in paragraph 3 ( Conduit Investors and Committed Note Purchasers ) of Annex I to the Issuer Facility Agreement are true and correct with respect to the Class B Additional Investor Group on and as of the date hereof and the Class B Additional Investor Group shall be deemed to have made such representations and warranties contained in paragraph 3 ( Conduit Investors and Committed Note Purchasers ) of Annex I to the Issuer Facility Agreement on and as of the date hereof.


8.	The notice address for each member of the Class B Additional Investor Group is as follows:

[INSERT CONTACT INFORMATION FOR EACH ENTITY]


9.	This Addendum shall be effective when a counterpart hereof, signed by the undersigned and Issuer and has been delivered to the parties hereto.


10.	This Addendum and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

IN WITNESS WHEREOF, the undersigned have caused this Addendum to be duly executed and delivered by its duly authorized officer or agent as of this day of ___ 20 __.

K-2-2

[NAME OF ADDITIONAL FUNDING

AGENT], as Class B Funding Agent

By:

_____________________________

Name:

Title:

[NAME OF ADDITIONAL CONDUIT

INVESTOR], as Class B Conduit Investor

By:__________________________ _____________________________

Name:

Title:

[NAME OF ADDITIONAL COMMITTED NOTE PURCHASER], as

Class B Committed Note Purchaser

By:_______________________________________________________

Name:

Title:

K-2-3

Acknowledged and agreed to as of the date

first above written:

INTERNATIONAL FLEET FINANCING NO.2 B.V.

as Issuer

By:

_________________________________ Name:

Title:

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Administrative Agent

By:

_________________________________

Name:

Title:

K-2-4

EXHIBIT N
TO
ISSUER FACILITY AGREEMENT

FORM OF REQUIRED INVOICE

N-1

Bank Name

DATE:

FROM:

RE: INTERNATIONAL FLEET FINANCING NO. 2 BV (ISSUER)

Interest from [ ] up to and including [ ]



Maximum Facility Amount
Issuer Class A Note

PROGRAM FEE Actual [ ]

UNUSED FEE Actual [ ]

INTEREST Actual [ ]

OTHER Actual [ ]

AMOUNT DUE: -

On [ ] , kindly wire payment to: Bank Name:

ABA:

For Account #

Account Name:

Attn:

Reference:

If you have any questions, please contact me at phone number .

Exhibit 4.17.2

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

EXECUTION VERSION

25 SEPTEMBER 2018

MASTER DEFINITIONS AND CONSTRUCTIONS AGREEMENT

among

INTERNATIONAL FLEET FINANCING NO. 2 B.V.
as Issuer, Dutch Noteholder, FCT Noteholder, German Noteholder and Spanish Noteholder

HERTZ AUTOMOBIELEN NEDERLAND B.V.
as Dutch OpCo, Dutch Lessee, Dutch Administrator and Dutch Servicer

STUURGROEP FLEET (NETHERLANDS) B.V.
as Dutch FleetCo, Dutch Lessor and, acting through its Spanish branch, Spanish FleetCo and Spanish Lessor

HERTZ FRANCE S.A.S.
as French OpCo, French Lessee, French Administrator and French Servicer

RAC FINANCE S.A.S.
as French FleetCo and French Lessor

HERTZ DE ESPANA SL
as Spanish OpCo, Spanish Lessee, Spanish Administrator and Spanish Servicer

HERTZ AUTOVERMIETUNG GMBH
as German OpCo, German Lessee, German Administrator and German Servicer

HERTZ FLEET LIMITED
as German FleetCo and German Lessor

EUROTITRISATION S.A.
FCT Management Company on behalf of FCT YELLOW CAR

BNP PARIBAS SECURITIES SERVICES
FCT Custodian

BNP PARIBAS SECURITIES SERVICES
FCT Registrar

BNP PARIBAS SECURITIES SERVICES
FCT Paying Agent

BNP PARIBAS S.A.
as French Lender and FCT Servicer

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
as Administrative Agent

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OMITTED PORTIONS INDICATED BY [*REDACTED*].

HERTZ EUROPE LIMITED
as Issuer Administrator

BNP PARIBAS SECURITIES SERVICES, LUXEMBOURG BRANCH
as Registrar

THE HERTZ CORPORATION
as Guarantor

TMF SFS MANAGEMENT BV
as Issuer Back-Up Administrator, Dutch Back-Up Administrator, French Back-Up Administrator, German Back-Up Administrator and Spanish Back-Up Administrator

KPMG LLP
as Dutch Liquidation Co-ordinator, French Liquidation Co-ordinator,
German Liquidation Co-ordinator and Spanish Liquidation Co-ordinator,

BNP PARIBAS TRUST CORPORATION UK LIMITED
as Issuer Security Trustee, Dutch Security Trustee, French Security Trustee, German Security Trustee and Spanish Security Trustee

BNP PARIBAS SECURITIES SERVICES
as FCT Account Bank

BNP PARIBAS S.A., GERMAN BRANCH

as German Account Bank (German Branch)

BNP PARIBAS S.A.

as French Account Bank

BNP PARIBAS S.A., DUBLIN BRANCH

as Issuer Account Bank and German Account Bank (Irish Branch)

BNP PARIBAS S.A., NETHERLANDS BRANCH

as Dutch Account Bank

SANNE TRUSTEE SERVICES LIMITED

as trustee of the Hertz Funding France Trust

CERTAIN ENTITIES NAMED HEREIN
as Committed Note Purchasers

CERTAIN ENTITIES NAMED HEREIN
as Conduit Investors

CERTAIN ENTITIES NAMED HEREIN
as Funding Agents

HERTZ HOLDINGS NETHERLANDS B.V.
as Subordinated Noteholder and Subordinated Note Registrar

Exhibit 4.17.2

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

TABLE OF CONTENTS

Page No.



1	DEFINITIONS	4
2	PRINCIPLES OF INTERPRETATION AND CONSTRUCTION	121
3	NOTICES	130
4	AMENDMENTS AND WAIVERS	140
5	DUTCH POWER OF ATTORNEY	141
6	AMENDMENTS TO FRENCH RELATED DOCUMENTS	141
7	SERVICE OF PROCESS	141

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

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OMITTED PORTIONS INDICATED BY [*REDACTED*].

THIS MASTER DEFINITIONS AND CONSTRUCTIONS AGREEMENT is originally dated 25 September 2018, as amended from time to time


1	DEFINITIONS

In this Master Definitions and Constructions Agreement and in any document that incorporates this Clause of the Master Definitions and Constructions Agreement (unless a term defined below is defined otherwise in the relevant document, in which case the definition of the relevant document shall prevail):


1.1	GENERAL DEFINITIONS

“ 2010 Assigned Receivables ” means the receivables assigned under the Receivables Assignment Agreement 2010.

“ 2010 Fleet Vehicle ” means each Vehicle (i) which German OpCo has purchased under a Vehicle Purchasing Agreement, (ii) in respect of which German OpCo has acquired title ( Eigentum ) or an expectancy/inchoate right ( Anwartschaftsrecht ) and where the Initial Purchase Price was paid in full to the relevant Supplier prior to the date of this Agreement, (iii) in respect to which legal title or expectancy/inchoate rights ( Anwartschaftsrechte ) to such Vehicles have been transferred to the Security Agent 2010 and (iv) in respect to which German FleetCo has not yet disposed of.

“ Acceptable Bank ” means a bank, depositary institution or other entity authorised to accept deposits in the Relevant Jurisdiction and in each case, whose long-term senior unsecured debt obligations are rated at least “BBB” (or the equivalent thereof) by DBRS (or if such entity is not rated by DBRS, “Baa2” by Moody’s or “BBB” by S&P).

“ Account ” means any of the accounts established pursuant to the International Account Bank Agreement, the FCT Account Bank Agreement, the French Account Bank Agreement and the Spanish Account Letter of Acknowledgement.

“ Account Bank ” means, the Issuer Account Bank, the Dutch Account Bank, the FCT Account Bank, the French Account Bank, the German Account Bank and/or the Spanish Account Bank, as applicable.

“ Account Bank Agreement ” means the International Account Bank Agreement and/or the French Account Bank Agreement and/or the FCT Account Bank Agreement and/or the Spanish Account Letter of Acknowledgement, as applicable.

“ Account Bank Termination Event ” has the meaning set out in the relevant Account Bank Agreement.

“ Account Conditions ” has the meaning specified in the International Account Bank Agreement.

“ Account Holder ” means each of the parties listed in Part I of Schedule 1 ( Account Holders ) of the International Account Bank Agreement, or identified as an account holder in the French Account Bank Agreement or FCT Account Bank Agreement or Spanish Account Letter of Acknowledgement, as the context shall require.

“ Account Mandate ” means a FleetCo Account Mandate or an Issuer Account Mandate, as the context shall require.

“ Accrued Amounts ” means, on any date of determination, the sum of the amounts payable (without taking into account availability of funds) pursuant to Clauses 5.3(a) through (i), (k) and (l) ( Application of Funds in the Issuer Interest Collection Account ) of the Issuer Facility Agreement that have accrued and remain unpaid as of such date.

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

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OMITTED PORTIONS INDICATED BY [*REDACTED*].

“ Accumulated Depreciation ” means, with respect to any Lease Vehicle, as of any date of determination:


(a)	the sum of:


(i)	all Monthly Base Rent with respect to such Lease Vehicle paid or payable (since such Lease Vehicle’s most recent Vehicle Lease Commencement Date) under the applicable Master Lease on or prior to the Payment Date occurring in the calendar month in which such date of determination occurs;


(ii)	the Final Base Rent with respect to such Lease Vehicle, if any, paid or payable (since such Lease Vehicle’s most recent Vehicle Lease Commencement Date) under the applicable Master Lease on or prior to the Payment Date occurring in the calendar month immediately following such date;


(iii)	the Pre-VLCD Program Vehicle Depreciation Amount with respect to such Lease Vehicle, if any, paid or payable (since such Lease Vehicle’s most recent Vehicle Lease Commencement Date) under the applicable Master Lease on or prior to the Payment Date occurring in the calendar month immediately following such date;


(iv)	all Redesignation to Non-Program Amounts with respect to such Lease Vehicle, if any, paid or payable (since such Lease Vehicle’s most recent Vehicle Lease Commencement Date) under the applicable Master Lease on or prior to the Payment Date occurring in the calendar month in which such date of determination occurs; and


(v)	the Program Vehicle Depreciation Assumption True-Up Amount with respect to such Lease Vehicle, if any, paid or payable (since such Lease Vehicle’s most recent Vehicle Lease Commencement Date) under the applicable Master Lease by the applicable Lessee on or prior to the Payment Date occurring in the calendar month immediately following such date; minus


(b)	the sum of all Redesignation to Program Amounts with respect to such Lease Vehicle, if any, paid or payable (since such Lease Vehicle’s most recent Vehicle Lease Commencement Date) under the applicable Master Lease by the applicable Lessor on or prior to the Payment Date occurring in the calendar month in which such date of determination.

“ Additional Class A Notes ” has the meaning specified in Clause 2.1(e)(i) ( Conditions to Issuance of Additional Issuer Notes ) of the Issuer Facility Agreement.

“ Additional Class B Notes ” has the meaning specified in Clause 2.1(e)(ii) ( Conditions to Issuance of Additional Issuer Notes ) of the Issuer Facility Agreement.

“ Additional Issuer Notes ” means Additional Class A Notes or Additional Class B Notes.

“ Additional Leasing Company ” means a special purpose Affiliate of Hertz (other than the FleetCos) that is engaged in the business of acquiring, financing, refinancing and/or leasing Vehicles, designated as such by the Issuer, subject to Annex 2 paragraph 23 ( Additional Leasing Companies ) of the Issuer Facility Agreement.

“ Additional Leasing Company Note ” means a variable funding rental car asset backed note or other Indebtedness owing from an Additional Leasing Company to the Issuer and issued or incurred pursuant to an additional FleetCo Facility Agreement.

“ Additional Leasing Company Liquidation Event ” means an Amortization Event that occurred or is continuing under Clause 7.1(e) of the Issuer Facility Agreement as a result of any Leasing

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Company Amortization Event arising under Clause 10.1(c), (d), (g) or (k) of the Dutch Facility Agreement, the German Facility Agreement or the Spanish Facility Agreement or under Clause 11.1(c), (d), (g) or (k) of the French Facility Agreement.

“ Additional Lessee ” has the meaning specified the preamble of each Master Lease.

“ Additional Permitted Investment ” has the meaning specified in paragraph 17 of Annex 2 ( Standard & Poor’s Limitation on Permitted Investments ) of the Issuer Facility Agreement.

“ Adjusted Asset Coverage Threshold Amount ” means, as of any date of determination, the excess, if any, of (i) the Asset Coverage Threshold Amount over (ii) the sum of (A) the Letter of Credit Amount and (B) the Available Reserve Account Amount, in each case, as of such date.

“ Adjusted Letter of Credit/Cash Liquid Enhancement Amount ” means, as of any date of determination, the Letter of Credit/Cash Liquid Enhancement Amount, as of such date, excluding from the calculation thereof the amount available to be drawn under any Defaulted Letter of Credit, as of such date.

“ Adjusted Liquid Enhancement Amount ” means, as of any date of determination, the Liquid Enhancement Amount, as of such date, excluding from the calculation thereof the amount available to be drawn under any Defaulted Letter of Credit, as of such date.

“ Adjusted Principal Amount ” means, as of any date of determination, the excess, if any, of (A) the Principal Amount as of such date over (B) the Principal Collection Account Amount as of such date.

“ Administration Agreement ” means the Issuer Administration Agreement and/or each FleetCo Administration Agreement, as applicable.

“ Administrative Agent ” has the meaning specified in the Preamble of the Issuer Facility Agreement.

“ Administrative Agent Fee ” has the meaning specified in the Administrative Agent Fee Letter.

“ Administrative Agent Fee Letter ” means that certain fee letter, dated on or about the Signing Date, between the Administrative Agent and the Issuer setting forth the definition of Administrative Agent Fee.

“ Administrative Agent Indemnified Liabilities ” has the meaning specified in Clause 11.4(c) ( Indemnification of the Administrative Agent and each Funding Agent ) of the Issuer Facility Agreement.

“ Administrative Agent Indemnified Parties ” has the meaning specified in Clause 11.4(c) ( Indemnification of the Administrative Agent and each Funding Agent ) of the Issuer Facility Agreement.

“ Administrator ” means the Issuer Administrator and/or each FleetCo Administrator, as applicable.

“ Administrator Termination Notice ” has the meaning given to it in Clause 1.4 ( Issuer Back-Up Administrator ) of the International Account Bank Agreement.

“ Advance ” means a Class A Advance, a Class B Advance, or has the meaning given to it in Clause 2.3 ( Advances ) of each FleetCo Facility Agreement, as applicable.

“ Affected Person ” means a Class A Affected Person and/or a Class B Affected Person, as applicable.

“ 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

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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 Joinder in Lease ” has the meaning specified in Clause 12.1 of each Master Lease.

“ Agent Indemnified Liabilities ” has the meaning specified in Clause 11.4(c) of the Issuer Facility Agreement.

“ Agent Indemnified Parties ” has the meaning specified in Clause 11.4(c) of the Issuer Facility Agreement.

“ Aggregate Asset Amount Deficiency ” means, as of any date of determination, the Adjusted Asset Coverage Threshold Amount as of such date is greater than the Issuer Aggregate Asset Amount as of such date.

“ Aggregate Leasing Company Principal Amount ” means, as of any date of determination, the sum of the Dutch Note Principal Amount, the French Facility Principal Amount, the German Note Principal Amount and the Spanish Note Principal Amount, in each case Outstanding as of such date.

“ Aggregate Transaction Account Amount ” means, as of any date of determination, the amount of cash representing principal on deposit in and Permitted Investments credited to each FleetCo Transaction Account and the FCT Account.

“ Aggregate Unpaids ” has the meaning specified in Clause 10.1 ( Authorization and Action of the Administrative Agent ) of the Issuer Facility Agreement.

“ Alternative Payment Date ” means each of October 15 2018, October 25 2018, November 9 2018 and thereafter the 10th Business Day following any Payment Date.

“ Amortization Event ” means each event listed in Clause 7.1 ( Amortization Events ) of the Issuer Facility Agreement.

“ Annual Financial Statements ” means the Financial Statements for a fiscal year to be delivered to be delivered by each Lessee pursuant to Clause 8.5(a) ( Reporting Requirements ) of each Master Lease.

“ Appointee ” means any attorney, manager, agent, delegate, nominee, custodian, Receiver or other person appointed by the Issuer Security Trustee.

“ Asset Coverage Threshold Amount ” means, as of any date of determination, the greater of the Class A Asset Coverage Threshold Amount and the Class B Asset Coverage Threshold Amount, in each case as of such date.

“ Assignment Agreement ” means the agreement with respect to each Manufacturer and its Manufacturer Program, entered into or to be entered into among the applicable OpCo, the applicable FleetCo and the FleetCo Security Trustee and acknowledged by such Manufacturer, (a) assigning to the relevant FleetCo certain of the relevant OpCo’s rights, title and interest in and to such Manufacturer’s Manufacturer Program as such rights, title and interest relate to Vehicles purchased and to be purchased by the relevant OpCo or the relevant FleetCo from such Manufacturer under such Manufacturer Program, and (b) assigning to the FleetCo Security Trustee the relevant FleetCo’s rights, title and interest therein.

“ Assumed Remaining Holding Period ” means, as of any date of determination and with respect to any Lease Vehicle that is a Non-Program Vehicle as of such date, the greater of (a) the number of

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months remaining from such date until the then-expected Disposition Date of such Lease Vehicle, as estimated by the applicable Lessor (or its designee) on such date in its sole and absolute discretion and (b) 1.

“ Assumed Residual Value ” means, as of any date of determination and with respect to any Lease Vehicle that is a Non-Program Vehicle as of such date, the proceeds expected to be realized upon the disposition of such Lease Vehicle, as estimated by the Lessor (or its designee) on such date in its sole and absolute discretion.

“ 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 Instructions ” means a communication received by an Account Bank in writing or by electronic transfer containing all the information required by such Account Bank to enable it to carry out the instructions, and bearing a signature that such Account Bank assumes in good faith to have been issued by or on behalf of an Account Holder or a Servicer or the Issuer Administrator or a FleetCo Administrator or its delegate or, following the issue of an Issuer Enforcement Notice or an Issuer Administrator Termination Notice or a FleetCo Administrator Termination Notice and/or a FleetCo Enforcement Notice, in accordance with the relevant Account Bank Agreement by the relevant FleetCo Security Trustee or the Issuer Security Trustee (as applicable).

“ Authorized Officer ” means, as to the Issuer, any director, and 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.

“ Authorized Signatory ” means, in relation to any party, any person who is duly authorized and in respect of whom a certificate has been provided signed by a director or another duly authorized person of such party setting out the name and signature of such person and confirming such person’s authority to act.

“ Available Headroom Amount ” means the excess of the Issuer Aggregate Asset Amount over the Adjusted Asset Coverage Threshold Amount multiplied by the Issuer Class A Blended Advance Rate, which amount shall not exceed the result (expressed as a Euro amount) of (x) the Class A Maximum Principal Amount minus (y) the aggregate Principal Amount Outstanding of the Class A Notes.

“ Available L/C Cash Collateral Account Amount ” means, as of any date of determination, the amount of cash on deposit in and Permitted Investments credited to the Issuer L/C Cash Collateral Account as of such date.

“ Available Reserve Account Amount ” means, as of any date of determination, the amount of cash on deposit in and Permitted Investments credited to the Issuer Reserve Account as of such date.

“ Backstop Date ” means, with respect to any Program Vehicle subject to a Guaranteed Depreciation Program that has been turned back under such Guaranteed Depreciation Program, the date on which the Manufacturer of such Program Vehicle is obligated to purchase such Program Vehicle in accordance with the terms of such Guaranteed Depreciation Program.

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

“ Base Rent ” means, Monthly Base Rent and Final Base Rent, collectively.

“ Basic Lease Vehicle Information ” means the following terms specified by a Lessee in a Lease Vehicle Acquisition Schedule pursuant to Clause 2.1(a) of each Master Lease: a list of the vehicles

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such Lessee desires to be made available by the applicable Lessor to such Lessee for lease as ‘Lease Vehicles’, and, with respect to each such vehicle, the VIN, make, model, model year, and requested lease commencement date of each such vehicle.

“ Board of Directors ” means the board of directors of the Issuer, any FleetCo or any Leasing Company, as applicable, or an authorized committee thereof.

“ Business Day ” means any day other than a Saturday or Sunday and:


(a)	in relation to any date for payment or purchase of Euro or calculation of an amount payable in Euro, a day on which banks are open for general business in London, Paris, Amsterdam, Madrid, Munich, Dublin, New York and in the principal financial centre of the jurisdiction of each of the payer and the payee, and which is a TARGET Day;


(b)	in relation to any date for payment or purchase of or calculation of an amount payable in a currency other than Euro, a day on which banks are open for general business in London, Paris, Munich, Dublin, New York and in the principal financial centre of the jurisdiction of each of the payer and the payee, and in the principal financial centre of the country of that currency; or


(c)	in relation to any other date, a day on which banks are open for general business in London, Paris, Munich, Dublin, New York and in the principal financial centre of the jurisdiction in which the person(s) to whom the relevant provision relates operates.

“ Capital Account ” has the meaning given to it in the Issuer Co-operation Agreement.

“ Capital Stock ” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests (including membership and partnership interests) in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing.

“ Capitalized Cost ” means, as of any date of determination:


(a)	with respect to any Lease Vehicle that is a Non-Program Vehicle as of its Vehicle Lease Commencement Date:


(i)	unless such Lease Vehicle is an Inter-Group Transferred Vehicle, the capitalized cost calculated in accordance with U.S. GAAP, as recorded in any FleetCo’s or its designee’s computer systems as at such date of determination;


(ii)	if such Lease Vehicle is an Inter-Group Transferred Vehicle, the lesser of (A) the fair market value of such Inter-Group Transferred Vehicle immediately prior to its Vehicle Lease Commencement Date and (B) the Legacy NBV of such Lease Vehicle; and


(b)	with respect to any Lease Vehicle that is a Program Vehicle as of its Vehicle Lease Commencement Date:


(i)	unless such Lease Vehicle is an Inter-Group Transferred Vehicle, the capitalized cost calculated in accordance with U.S. GAAP, as recorded in any FleetCo’s or its designee’s computer systems as at such date of determination; and


(ii)	if such Lease Vehicle is an Inter-Group Transferred Vehicle, then the excess of (A) the amount that the Manufacturer of such Lease Vehicle would be obligated to pay for such Lease Vehicle under the terms of the applicable Manufacturer Program (assuming no minimum holding period would apply with respect to such Lease

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Vehicle) if such Lease Vehicle were returned to such Manufacturer on the last day of the calendar month prior to the month in such Lease Vehicle’s Vehicle Lease Commencement Date occurs over (B) the amount of depreciation scheduled to accrue under the Manufacturer Program for such Lease Vehicle for the calendar month in which such Vehicle Lease Commencement Date occurs, pro rated for the portion of such calendar month occurring from and including such first day of such calendar month to but excluding such Vehicle Lease Commencement Date.

“ Capped Issuer Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal to the lesser of (i) the Issuer Administrator Fee Amount with respect to such Payment Date and (ii) €100,000.

“ Capped Issuer Operating Expense Amount ” means, with respect to any Payment Date the lesser of (i) the Issuer Operating Expense Amount, with respect to such Payment Date and (ii) the excess, if any, of (x) €100,000 over (y) the sum of the Issuer Administrator Fee Amount and the Issuer Security Trustee Fee Amount, in each case with respect to such Payment Date.

“ Capped Issuer Security Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the lesser of (i) the Issuer Security Trustee Fee Amount, with respect to such Payment Date and (ii) the excess, if any, of €100,000 over the Issuer Administrator Fee Amount with respect to such Payment Date.

“ Carrying Charges ” means as of any day, the sum of:


(a)	all fees or other costs, expenses and indemnity amounts, if any, payable by the Issuer to:


(i)	the Issuer Security Trustee other than the Capped Issuer Security Trustee Fee Amount,


(ii)	the Issuer Administrator (other than Issuer Administrator Fee Amounts),


(iii)	the Administrative Agent (other than Administrative Agent Fees),


(iv)	the Noteholders (other than Monthly Interest Amounts and Monthly Default Interest Amounts), or


(v)	any other party to an Issuer Related Document,

in each case under and in accordance with such Issuer Related Document, plus


(b)	any other operating expenses of the Issuer that have been invoiced as of such date and are then payable by the Issuer relating to the Issuer Notes (in each case, exclusive of any FleetCo Carrying Charges).

“ Cash AUP ” has the meaning specified in paragraph 5 of Annex 2 ( Cash AUP ) of the Issuer Facility Agreement.

“ Casualty ” means, with respect to any Eligible Vehicle, that:


(a)	such Eligible Vehicle is destroyed, seized or otherwise rendered permanently unfit or unavailable for use, or


(b)	such Eligible Vehicle is lost or stolen and is not recovered for one hundred and eighty (180) days following the occurrence thereof.

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“ Casualty Payment Amount ” means, with respect to any Lease Vehicle that suffers a Casualty or becomes an Ineligible Vehicle, the result of (a) the Net Book Value of such Lease Vehicle as of the later of (i) such Lease Vehicle’s Vehicle Lease Commencement Date and (ii) the first day of the calendar month in which such Lease Vehicle became a Casualty or became an Ineligible Vehicle minus (b) the Final Base Rent for such Lease Vehicle.

“ CEA Assets ” means Eligible Vehicles (or the Net Book Value thereof), Spanish AAA Components, Manufacturer Receivables and/or Eligible Manufacturer Receivables.

“ Certificate of Credit Demand ” means a certificate substantially in the form of Annex A to a Letter of Credit.

“ Certificate of Termination Demand ” means a certificate substantially in the form of Annex B to a Letter of Credit.

“ Change in Law ” means (a) any law, rule, regulation or treaty or any change therein or in the interpretation or application thereof (whether or not having the force of law), in each case, adopted, issued, occurring, or taking effect after the Closing Date or (b) any request, guideline or directive (whether or not having the force of law) from any government or political subdivision or agency, authority, bureau, central bank, commission, department or instrumentality thereof, or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not part of government) that is responsible for the establishment or interpretation of national or international accounting principles, in each case, whether foreign or domestic (each an “ Official Body ” ) charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Official Body (whether or not having the force of law) made, issued, occurring, or taking effect after the Closing Date; provided that, notwithstanding anything in the foregoing to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or any other United States or foreign regulatory authorities, in each case, pursuant to Basel III, shall, in each case, be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“ Change of Control ” means:

(a)

any “person” (as such term is used in Clauses 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders or a Parent, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of Hertz, provided that so long as Hertz is a Subsidiary of any Parent, no “person” shall be deemed to be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of Hertz unless such “person” shall be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of such Parent (other than a Parent that is a Subsidiary of another Parent); or

(b)

Hertz sells or transfers (in one or a series of related transactions) all or substantially all of the assets of Hertz and its Subsidiaries to another Person (other than one or more Permitted Holders) and any “person” (as defined in clause (a) above), other than one or more Permitted Holders or any Parent, is or becomes the “beneficial owner” (as so defined), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the transferee Person in such sale or transfer of assets, as the case may be, provided that so long as such transferee Person is a Subsidiary of a parent Person, no “person” shall be deemed to be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of such surviving or transferee Person unless such “person” shall be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of such parent Person (other than a parent Person that is a Subsidiary of another parent Person); or

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(c)	Hertz ceasing to (i) own, directly or indirectly, 100% of the shares of any FleetCo, any OpCo or Hertz Holdings Netherlands B.V. or (ii) control Hertz Holdings Netherlands B.V., other than pursuant to a transaction where Hertz directly or indirectly owns 100% of a successor in interest to Hertz Holdings Netherlands B.V. and otherwise controls such successor in interest.

“ Class A Acquiring Committed Note Purchaser ” has the meaning specified in Clause 9.3(a)(i) ( Class A Assignments ) of the Issuer Facility Agreement.

“ Class A Acquiring Investor Group ” has the meaning specified in Clause 9.3(a)(iii) ( Class A Assignments ) of the Issuer Facility Agreement.

“ Class A Action ” has the meaning specified in Clause 9.2(a)(i)(E) ( Replacement of Class A Investor Group ) of the Issuer Facility Agreement.

“ Class A Addendum ” means an addendum substantially in the form of Exhibit K-1 of the Issuer Facility Agreement.

“ Class A Additional Investor Group ” means collectively, a Class A Conduit Investor, if any, and the Class A Committed Note Purchaser(s) with respect to such Class A Conduit Investor or, if there is no Class A Conduit Investor, the Class A Committed Note Purchaser with respect to the Class A Investor Group, in each case, that becomes party to the Issuer Facility Agreement pursuant to Clause 2.1(a)(i) ( Class A Notes ) of the Issuer Facility Agreement in connection with an increase in the Class A Maximum Principal Amount; provided that, for the avoidance of doubt, a Class A Investor Group that is both a Class A Additional Investor Group and a Class A Acquiring Investor Group shall be deemed to be a Class A Additional Investor Group solely in connection with, and to the extent of, the commitment of such Class A Investor Group that increases the Class A Maximum Principal Amount when such Class A Additional Investor Group becomes a party to the Issuer Facility Agreement and Class A Additional Issuer Notes are issued pursuant to Clause 2.1(a)(i) ( Class A Notes ) of the Issuer Facility Agreement, and references in the Issuer Facility Agreement to such Class A Investor Group as a “Class A Additional Investor Group” shall not include the commitment of such Class A Investor Group as a Class A Acquiring Investor Group (the Class A Maximum Investor Group Principal Amount of any such “Class A Additional Investor Group” shall not include any portion of the Class A Maximum Investor Group Principal Amount of such Class A Investor Group acquired pursuant to an assignment to such Class A Investor Group as a Class A Acquiring Investor Group, whereas references to the Class A Maximum Investor Group Principal Amount of such “Class A Investor Group” shall include the entire Class A Maximum Investor Group Principal Amount of such Class A Investor Group as both a Class A Additional Investor Group and a Class A Acquiring Investor Group).

“ Class A Additional Investor Group Initial Principal Amount ” means, with respect to each Class A Additional Investor Group, on the effective date of the addition of each member such Class A Additional Investor Group as a party to the Issuer Facility Agreement, the amount scheduled to be advanced by such Class A Additional Investor Group on such effective date, which amount may not exceed the product of (a) the Class A Drawn Percentage (immediately prior to the addition of such Class A Additional Investor Group as a party hereto) and (b) the Class A Maximum Investor Group Principal Amount of such Class A Additional Investor Group on such effective date (immediately after the addition of such Class A Additional Investor Group as a party hereto).

“ Class A Adjusted Principal Amount ” means, as of any date of determination, the excess, if any, of (A) the Class A Principal Amount as of such date over (B) the Principal Collection Account Amount as of such date.

“ Class A Advance ” has the meaning specified in Clause 2.2(a)(i) ( Class A Advances ) of the Issuer Facility Agreement.

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“ Class A Advance Deficit ” has the meaning specified in Clause 2.2(a)(vii) ( Class A Funding Defaults ) of the Issuer Facility Agreement.

“ Class A Advance Request ” means, with respect to any Class A Advance requested by the Issuer, a Class A Advance Request substantially in the form of Exhibit J-1 (Form of Advance Request) of the Issuer Facility Agreement with respect to such Class A Advance;

“ Class A Affected Person ” has the meaning specified in Clause 3.3(a) ( Lending Unlawful ) of the Issuer Facility Agreement.

“ Class A Asset Coverage Threshold Amount ” means the Class A Adjusted Principal Amount divided by the Issuer Class A Blended Advance Rate.

“ Class A Assignment and Assumption Agreement ” has the meaning specified in Clause 9.3(a)(i) ( Class A Assignments ) of the Issuer Facility Agreement.

“ Class A Available Delayed Amount Committed Note Purchaser ” means, with respect to any Class A Advance, any Class A Committed Note Purchaser that either (i) has not delivered a Class A Delayed Funding Notice with respect to such Class A Advance or (ii) has delivered a Class A Delayed Funding Notice with respect to such Class A Advance, but (x) has a Class A Delayed Amount with respect to such Class A Advance equal to zero and (y) after giving effect to the funding of any amount in respect of such Class A Advance to be made by such Class A Committed Note Purchaser or the Class A Conduit Investor in such Class A Committed Note Purchaser’s Class A Investor Group on the proposed date of such Class A Advance, has a Class A Required Non-Delayed Amount that is greater than zero.

“ Class A Available Delayed Amount Purchaser ” means, with respect to any Class A Advance, any Class A Available Delayed Amount Committed Note Purchaser, or any Class A Conduit Investor in such Class A Available Delayed Amount Committed Note Purchaser’s Class A Investor Group, that funds all or any portion of a Class A Second Delayed Funding Notice Amount with respect to such Class A Advance on the date of such Class A Advance

“ Class A Commercial Paper ” means the promissory notes of each Class A Noteholder issued by such Class A Noteholder (or the Person(s) issuing promissory notes on behalf of such Class A Committed Noteholder) in the commercial paper market and allocated to the funding of Class A Advances in respect of the Class A Notes.

“ Class A Commitment ” means, the obligation of the Class A Committed Note Purchasers included in each Class A Investor Group to fund Class A Advances pursuant to Clause 2.2(a) ( Class A Advances ) of the Issuer Facility Agreement in an aggregate stated amount up to the Class A Maximum Investor Group Principal Amount for such Class A Investor Group.

“ Class A Commitment Percentage ” means, on any date of determination, with respect to any Class A Investor Group, the fraction, expressed as a percentage, the numerator of which is such Class A Investor Group’s Class A Maximum Investor Group Principal Amount on such date and the denominator is the Class A Maximum Principal Amount on such date.

“ Class A Committed Note Purchaser ” means those financial institutions that serve as committed note purchasers of Class A Notes set forth in Schedule 2 ( Conduit Investors and Committed Note Purchasers ) of the Issuer Facility Agreement.

“ Class A Committed Note Purchaser Percentage ” means, with respect to any Class A Committed Note Purchaser, the percentage set forth opposite the name of such Class A Committed Note Purchaser on Schedule 2 ( Conduit Investors and Committed Note Purchaser ) of the Issuer Facility Agreement.

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“ Class A Concentration Adjusted Advance Rate ” means in respect of a FleetCo and as of any date of determination,

(a)

with respect to the Eligible Investment Grade Non-Program Vehicle Amount, the excess, if any, of the relevant FleetCo Class A Baseline Advance Rate with respect to such Eligible Investment Grade Non-Program Vehicle Amount of such FleetCo over the Class A Concentration Excess Advance Rate Adjustment with respect to such Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such date, and

(b)

with respect to the Eligible Non-Investment Grade Non-Program Vehicle Amount, the excess, if any, of the relevant FleetCo Class A Baseline Advance Rate with respect to such Eligible Non-Investment Grade Non-Program Vehicle Amount of such FleetCo over the Class A Concentration Excess Advance Rate Adjustment with respect to such Eligible Non-Investment Grade Non-Program Vehicle Amount, in each case as of such date.

“ Class A Concentration Excess Advance Rate Adjustment ” means, with respect to any FleetCo AAA Select Component, as of any date of determination, the lesser of (a) the percentage equivalent of a fraction, the numerator of which is (I) the product of (A) the portion of the Concentration Excess Amount, if any, allocated to such FleetCo AAA Select Component by the Issuer and (B) the relevant FleetCo Class A Baseline Advance Rate with respect to such FleetCo AAA Select Component, and the denominator of which is (II) such FleetCo AAA Select Component, in each case as of such date, and (b) the relevant FleetCo Class A Baseline Advance Rate with respect to such FleetCo AAA Select Component; provided that, the portion of the Concentration Excess Amount allocated pursuant to the preceding item (a)(I)(A) shall not exceed the portion of such FleetCo AAA Select Component that was included in determining whether such Concentration Excess Amount exists; provided further that, for the avoidance of doubt, Concentration Excess Amounts shall not be allocated to the Remainder AAA Amount for such FleetCo or the Net VAT Receivables for such FleetCo.

“ Class A Conduit Assignee ” means, with respect to any Class A Conduit Investor, any commercial paper conduit, whose commercial paper has ratings of at least “A-2” from Standard & Poor’s and “P2” from Moody’s, that is administered by the Class A Funding Agent with respect to such Class A Conduit Investor or any Affiliate of such Class A Funding Agent, in each case, designated by such Class A Funding Agent to accept an assignment from such Class A Conduit Investor of the Class A Investor Group Principal Amount or a portion thereof with respect to such Class A Conduit Investor pursuant to Clause 9.3(a) ( Class A Assignments ) of the Issuer Facility Agreement.

“ Class A Conduit Investor ” means, in respect of Class A Notes, the several commercial paper conduits or special purpose entities issuing variable funding notes to affiliated commercial paper conduits listed in Schedule 2 ( Conduit Investors and Committed Note Purchasers ) of the Issuer Facility Agreement.

“ Class A Conduits ” has the meaning set forth in the definition of “Class A CP Rate”.

“ Class A CP Fall-back Rate ” means, as of any date of determination and with respect to any Class A Advance funded or maintained by any Class A Funding Agent’s Class A Investor Group through the issuance of Class A Commercial Paper during any Interest Period, the Euro Interbank Offered Rate appearing on the EURIBOR Rates Page at approximately 11:00 a.m. (London time) on the first day of such Interest Period as the rate for euro deposits with a one-month maturity.

“ Class A CP Notes ” has the meaning set forth in Clause 2.2(a)(iii) ( Class A Conduit Investor Funding ) of the Issuer Facility Agreement.

“ Class A CP Rate ” means, with respect to a Class A Conduit Investor in any Class A Investor Group (i) for any day during any Interest Period funded by such a Class A Conduit Investor set forth in Schedule 2 of the Issuer Facility Agreement or any other such Class A Conduit Investor that elects in its Assignment and Assumption Agreement to make this clause (i) applicable (collectively, the

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“ Class A Conduits ”), the greater of (A) zero and (B) the per annum rate equivalent to the weighted average of the per annum rates paid or payable by such Class A Conduits (or the Person(s) issuing short term promissory notes on behalf of such Class A Conduits) from time to time as interest on or otherwise (by means of interest rate hedges or otherwise taking into consideration any incremental carrying costs associated with short term promissory notes issued by such Class A Conduits (or the Person(s) issuing short term promissory notes on behalf of such Class A Conduits) maturing on dates other than those certain dates on which such Class A Conduits (or the Person(s) issuing short term promissory notes on behalf of such Class A Conduits) are to receive funds) in respect of the promissory notes issued by such Class A Conduits (or the Person(s) issuing short term promissory notes on behalf of such Class A Conduits) that are allocated in whole or in part by their respective Class A Funding Agent (on behalf of such Class A Conduits (or the Person(s) issuing short term promissory notes on behalf of such Class A Conduits)) to fund or maintain the Class A Principal Amount or that are issued by such Class A Conduits (or the Person(s) issuing short term promissory notes on behalf of such Class A Conduits) specifically to fund or maintain the Class A Principal Amount, in each case, during such period, as determined by their respective Class A Funding Agent (on behalf of such Class A Conduits (or the Person(s) issuing short term promissory notes on behalf of such Class A Conduits)), including (x) the commissions of placement agents and dealers in respect of such promissory notes, to the extent such commissions are allocated, in whole or in part, to such promissory notes by the related Class A Committed Note Purchasers (on behalf of such Class A Conduits (or the Person(s) issuing short term promissory notes on behalf of such Class A Conduits)), (y) all reasonable costs and expenses of any issuing and paying agent or other Person responsible for the administration of such Class A Conduits’ (or the Person(s) issuing short term promissory notes on behalf of such Class A Conduits’) commercial paper programs in connection with the preparation, completion, issuance, delivery or payment of Class A Commercial Paper, and (z) the costs of other borrowings by such Class A Conduits (or the Person(s) issuing short term promissory notes on behalf of such Class A Conduits) including borrowings to fund small or odd euro amounts that are not easily accommodated in the commercial paper market; provided, however, that if any component of such rate in this clause (i) is a discount rate, in calculating the Class A CP Rate, the respective Class A Funding Agent for such Class A Conduits shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum and (ii) for any Interest Period for any portion of the Commitment of the related Class A Investor Group funded by any other Class A Conduit Investor, the “Class A CP Rate” applicable to such Class A Conduit Investor (or the Person(s) issuing short term promissory notes on behalf of such Class A Conduit) as set forth in its Assignment and Assumption Agreement. Notwithstanding anything to the contrary in the preceding provisions of this definition, if any Class A Funding Agent shall fail to notify the Issuer and the Issuer Administrator of the applicable Class A CP Rate for the Class A Advances made by its Class A Investor Group for the related Interest Period by 11:00 a.m. London time on any Determination Date in accordance with Clause 3.1(b)(i) ( Notice of Interest Rates ) of the Issuer Facility Agreement, then the Class A CP Rate with respect to such Class A Funding Agent’s Class A Investor Group for each day during such Interest Period shall equal the Class A CP Fall-back Rate with respect to such Interest Period.

“ Class A CP Tranche ” means that portion of the Class A Principal Amount purchased or maintained with Class A Advances that bear interest by reference to the Class A CP Rate.

“ Class A CP True-Up Payment Amount ” has the meaning given to it in Clause 3.1(f) ( CP True-Up Payment Amount ) of the Issuer Facility Agreement.

“ Class A Daily Interest Amount ” means, for any day in an Interest Period, an amount equal to the result of (a) the product of (i) the Class A Note Rate for such Interest Period and (ii) the Class A Principal Amount as of the close of business on such date divided by (b) 360.

“ Class A Decrease ” means a Class A Mandatory Decrease, a Class A Voluntary Decrease or a Class A Expected Decrease, as applicable.

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“ Class A Defaulting Committed Note Purchaser ” has the meaning specified in Clause 2.2(a)(vii) ( Class A Funding Defaults ) of the Issuer Facility Agreement.

“ Class A Deficiency Amount ” has the meaning specified in Clause 3.1(c)(ii) ( Payment of Interest; Funding Agent Failure to Provide Rate ) of the Issuer Facility Agreement.

“ Class A Delayed Amount ” has the meaning given to it in Clause 2.2(a)(v) ( Class A Delayed Funding Procedures ) of the Issuer Facility Agreement.

“ Class A Delayed Funding Date ” has the meaning specified in Clause 2.2(a)(v) ( Class A Delayed Funding Procedures ) of the Issuer Facility Agreement.

“ Class A Delayed Funding Notice ” has the meaning specified in Clause 2.2(a)(v) ( Class A Delayed Funding Procedures ) of the Issuer Facility Agreement.

“ Class A Delayed Funding Procedures ” has the meaning specified in Clause 2.2(a)(v) ( Class A Delayed Funding Procedures ) of the Issuer Facility Agreement.

“ Class A Delayed Funding Purchaser ” means, as of any date of determination, each Class A Committed Note Purchaser party to the Issuer Facility Agreement.

“ Class A Delayed Funding Purchaser Group ” means, collectively, each Class A Delayed Funding Purchaser.

“ Class A Delayed Funding Reimbursement Amount ” means, with respect to any Class A Delayed Funding Purchaser, with respect to the portion of the Class A Delayed Amount of such Class A Delayed Funding Purchaser funded by the Class A Available Delayed Amount Purchaser(s) on the date of the Class A Advance related to such Class A Delayed Amount, an amount equal to the excess, if any, of (a) such portion of the Class A Delayed Amount funded by the Class A Available Delayed Amount Purchaser(s) on the date of the Class A Advance related to such Class A Delayed Amount over (b) the amount, if any, by which the portion of any payment of principal (including any Class A Decrease), if any, made by the Issuer to each such Class A Available Delayed Amount Purchaser on any date during the period from and including the date of the Advance related to such Class A Delayed Amount to but excluding the Class A Delayed Funding Date for such Class A Delayed Amount, was greater than what it would have been had such portion of the Class A Delayed Amount been funded by such Class A Delayed Funding Purchaser on the date of the Class A Advance related to such Class A Delayed Amount.

“ Class A Designated Delayed Advance ” has the meaning specified in Clause 2.2(a)(v) ( Class A Delayed Funding Procedures ) of the Issuer Facility Agreement.

“ Class A Drawn Percentage ” means, as of any date of determination, a fraction expressed as a percentage, the numerator of which is the Class A Principal Amount and the denominator of which is the Class A Maximum Principal Amount, in each case as of such date.

“ Class A Excess Principal Event ” shall be deemed to have occurred if, on any date, the Class A Principal Amount as of such date exceeds the Class A Maximum Principal Amount as of such date.

“ Class A Expected Decrease ” has the meaning specified in Clause 2.3(b) of the Issuer Facility Agreement.

“ Class A Funding Agent ” means the financial institution set forth opposite the name of each Class A Conduit Investor or the Class A Committed Note Purchaser with respect to such Class A Investor Group, on Schedule 2 to the Issuer Facility Agreement.

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“ Class A Funding Conditions ” means, with respect to any Class A Advance requested by the Issuer pursuant to Clause 2.2(a) ( Class A Advances ) of the Issuer Facility Agreement, the following shall be true and correct both immediately before and immediately after giving effect to such Class A Advance, provided that paragraphs (d) and (f) below shall not apply to Class A Reserve Advances:

(a)

the Issuer Repeating Representations and the representations and warranties of the Subordinated Noteholder set out in Clause 10 ( Subordinated Noteholder Representations and Warranties ) of the Subordinated Note Purchase Facility Agreement, in each case, shall be true and accurate as of the date of such Class A Ordinary Advance with the same effect as though made on that 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);


(b)	the related Class A Funding Agent shall have received an executed Class A Advance Request certifying as to the current Issuer Aggregate Asset Amount delivered in accordance with the provisions of Clause 2.2(a) ( Class A Advances ) of the Issuer Facility Agreement;

(c)

no Class A Excess Principal Event is continuing; provided that, solely for purposes of calculating whether a Class A Excess Principal Event is continuing under this clause (c), the Class A Principal Amount shall be deemed to be increased by all Class A Delayed Amounts, if any, that any Class A Delayed Funding Purchaser(s) in a Class A Investor Group are required to fund on a Class A Delayed Funding Date that is scheduled to occur after the date of such requested Class A Advance that have not been funded on or prior to the date of such requested Class A Advance;


(d)	no Amortization Event or Potential Amortization Event, in each case with respect to the Issuer Notes, exists;


(e)	if such Advance is in connection with any issuance of Additional Class A Notes or any Class A Investor Group Maximum Principal Increase, then the amount of such issuance or increase shall be equal to or greater than EUR 5,000,000 and in integral multiples of EUR 100,000 per Class A Investor Group in excess thereof;


(f)	the Revolving Period is continuing;

(g)

if the Net Book Value of any vehicle owned by a FleetCo is included in the calculation of the Issuer Aggregate Asset Amount as of such date (on a pro forma basis after giving effect to the application of such Advance on such date), then the representations and warranties of such FleetCo set out in Clause 8 ( Representations and Warranties ) of the relevant FleetCo Facility Agreement shall be true and accurate as of the date of such Class A Advance with the same effect as though made on that 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


(h)	the Commitment Termination Date has not occurred.

“ Class A Initial Advance Amount ” means, with respect to any Class A Noteholder, the amount specified as such on Schedule 2 to the Issuer Facility Agreement with respect to such Class A Noteholder.

“ Class A Initial Investor Group Principal Amount ” means, with respect to each Class A Investor Group, the amount set forth and specified as such opposite the name of the Class A Committed Note Purchaser included in such Class A Investor Group on Schedule 2 (Conduit Investors and Committed Note Purchasers) of the Issuer Facility Agreement.

“ Class A Investor Group ” means, collectively, a Class A Conduit Investor, if any, and the Class A Committed Note Purchaser(s) with respect to such Class A Conduit Investor or, if there is no Class A Conduit Investor with respect to any Class A Investor Group, the Class A Committed Note

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Purchaser(s) with respect to such Class A Investor Group, in each case, party to the Issuer Facility Agreement as of the Closing Date.

“ Class A Investor Group Maximum Principal Increase ” has the meaning given to it in Clause 2.1(d)(i) ( Investor Group Maximum Principal Increase ) of the Issuer Facility Agreement.

“ Class A Investor Group Maximum Principal Increase Addendum ” means an addendum substantially in the form of Exhibit M-1 ( Form of Class A Investor Group Maximum Principal Increase Addendum ) of the Issuer Facility Agreement.

“ Class A Investor Group Maximum Principal Increase Amount ” means, with respect to each Class A Investor Group Maximum Principal Increase, on the effective date of any Class A Investor Group Maximum Principal Increase with respect to any Class A Investor Group, the amount scheduled to be advanced by such Class A Investor Group on such effective date, which amount may not exceed the product of (a) the Class A Drawn Percentage (immediately prior to the effectiveness of such Class A Investor Group Maximum Principal Increase) and (b) the amount of such Class A Investor Group Maximum Principal Increase.

“ Class A Investor Group Principal Amount ” means, as of any date of determination with respect to any Class A Investor Group, the result of:


(a)	such Class A Investor Group’s Class A Initial Investor Group Principal Amount; plus


(b)	the Class A Investor Group Maximum Principal Increase Amount with respect to each Class A Investor Group Maximum Principal Increase applicable to such Class A Investor Group, if any, on or prior to such date; plus


(c)	the principal amount of the portion of all Class A Advances funded by such Class A Investor Group on or prior to such date (excluding, for the avoidance of doubt, any Class A Initial Advance Amount from the calculation of such Class A Advances); minus


(d)	the amount of principal payments (whether pursuant to a Class A Decrease, a redemption or otherwise) made to such Class A Investor Group pursuant to the Issuer Facility Agreement on or prior to such date.

“ Class A Investor Group Supplement ” the meaning specified in Clause 9.3(a)(iii) ( Class A Assignments ) of the Issuer Facility Agreement.

“ Class A Majority Program Support Provider ” means, with respect to the related Class A Investor Group, Class A Program Support Providers holding more than 50% of the aggregate commitments of all Class A Program Support Providers.

“ Class A Mandatory Decrease ” has the meaning given to it in Clause 2.3 ( Procedure for Decreasing the Principal Amount ) of the Issuer Facility Agreement.

“ Class A Mandatory Decrease Amount ” has the meaning given to it in Clause 2.3 ( Procedure for Decreasing the Principal Amount ) of the Issuer Facility Agreement.

“ Class A Maximum Investor Group Principal Amount ” means, with respect to each Class A Investor Group as of any date of determination, the amount specified as such for such Class A Investor Group on Schedule 2 of the Issuer Facility Agreement for such date of determination, as such amount may be increased or decreased from time to time in accordance with the terms thereof; provided that, on any day after the occurrence and during the continuance of an Amortization Event with respect to the Class A Notes, the Class A Maximum Investor Group Principal Amount with respect to each Class A Investor Group shall not exceed the Class A Investor Group Principal Amount for such Class A Investor Group.

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“ Class A Maximum Principal Amount ” means €1,000,000,000; provided that such amount may be (i) reduced at any time and from time to time by the Issuer upon notice to each Class A Noteholder, the Administrative Agent, each Class A Conduit Investor and each Class A Committed Note Purchaser in accordance with the terms of the Issuer Facility Agreement, or (ii) increased at any time and from time to time upon the effective date for any Class A Investor Group Maximum Principal Increase.

“ Class A Monthly Default Interest Amount ” means, with respect to any Payment Date, an amount equal to the sum of (i) an amount equal to the product of (x) 2.0%, (y) the result of (a) the sum of the Class A Principal Amount as of each day during the related Interest Period (after giving effect to any increases or decreases to the Class A Principal Amount on such day) during which an Amortization Event with respect to the Class A Notes has occurred and is continuing divided by (b) the actual number of days in the related Interest Period during which an Amortization Event with respect to the Class A Notes has occurred and is continuing, and (z) the result of (a) the actual number of days in the related Interest Period during which an Amortization Event with respect to the Class A Notes has occurred and is continuing divided by (b) 360 plus (ii) all previously due and unpaid amounts described in clause (i) with respect to prior Interest Periods (together with interest on such unpaid amounts required to be paid in this clause (ii) at the rate specified in clause (i)).

“ Class A Monthly Interest Amount ” means an amount equal to the sum of:

(a)

(i) with respect to the initial Payment Date, (x) with respect to any Class A Noteholder who is listed as a paying entity in part 2(A) of schedule 4 of the Escrow Deed, the Class A Daily Interest Amount for each day in the initial Interest Period and (y) with respect to any Class A Noteholder who is not listed as a paying entity in part 2(A) of schedule 4 of the Escrow Deed, the Class A Daily Interest Amount for each day occurring on or after the Closing Date in the initial Interest Period and (ii) with respect to any Payment Date other than the initial Payment Date. the Class A Daily Interest Amount for each day in the Interest Period related to such Payment Date; plus


(b)	with respect to any Payment Date:


(i)	all previously due and unpaid amounts described in clause (a) with respect to prior Interest Periods (together with interest on such unpaid amounts required to be paid in this clause (b) at the Class A Note Rate); plus


(ii)	the Class A Undrawn Fee with respect to each Investor Group for such Payment Date; plus


(iii)	the Class A Program Fee with respect to each Class A Investor Group for such Payment Date; plus


(iv)	the Class A CP True-Up Payment Amounts, if any, owing to each Class A Noteholder on such Payment Date.

“ Class A MTM/DT Advance Rate Adjustment ” means, as of any date of determination,


(a)	with respect to the Eligible Investment Grade Non-Program Vehicle Amount, a percentage equal to the product of (i) the Failure Percentage as of such date and (ii) the Class A Concentration Adjusted Advance Rate with respect to the Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such date;


(b)	with respect to the Eligible Non-Investment Grade Non-Program Vehicle Amount, a percentage equal to the product of (i) the Failure Percentage as of such date and (ii) the Class A Concentration Adjusted Advance Rate with respect to the Eligible Non-Investment Grade Non-Program Vehicle Amount, in each case as of such date; and

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(c)	with respect to any other FleetCo AAA Component, zero.

“ Class A Non-Consenting Purchaser ” has the meaning specified in Clause 9.2(a)(i) ( Replacement of Class A Investor Group ) of the Issuer Facility Agreement.

“ Class A Non-Defaulting Committed Note Purchaser ” has the meaning specified in Clause 2.2(a)(vii) ( Class A Funding Defaults ) of the Issuer Facility Agreement.

“ Class A Non-Delayed Amount ” means, with respect to any Class A Delayed Funding Purchaser and a Class A Advance for which the Class A Delayed Funding Purchaser delivered a Class A Delayed Funding Notice, an amount equal to the excess of such Class A Delayed Funding Purchaser’s ratable portion of such Class A Advance over its Class A Delayed Amount in respect of such Class A Advance.

“ Class A Noteholder ” means each Person in whose name a Class A Note is registered in the Note Register.

“ Class A Note Rate ” means, for any Interest Period, the weighted average of the sum of (a) the weighted average (by outstanding principal balance) of the Class A CP Rates applicable to the Class A CP Tranche and (b) the Reference Rate applicable to the Class A Reference Rate Tranche in each case, for such Interest Period; provided, however, that the Class A Note Rate will in no event be higher than the maximum rate permitted by applicable law.

“ Class A Note Repurchase Amount ” has the meaning specified in Clause 11.1(a) ( Optional Repurchase of the Class A Notes ) of the Issuer Facility Agreement.

“ Class A Notes ” means the class A variable funding notes issued by the Issuer pursuant to the Issuer Facility Agreement on and subsequent to the Closing Date.

“ Class A Ordinary Advance ” means any Class A Advance specified as such in the related Class A Advance Request.

“ Class A Participants ” has the meaning specified in Clause 9.3(a)(iv) ( Class A Assignments ) of the Issuer Facility Agreement.

“ Class A Permitted Delayed Amount ” has the meaning given to it in Clause 2.2(a)(v) ( Class A Advances ) of the Issuer Facility Agreement.

“ Class A Permitted Required Non-Delayed Percentage ” means, 10% or 25%.

“ Class A Potential Terminated Purchaser ” has the meaning specified in Clause 9.2(a)(i) ( Replacement of Class A Investor Group ) of the Issuer Facility Agreement.

“ Class A Principal Amount ” means, when used with respect to any date, an amount equal to the sum of the Class A Investor Group Principal Amount as of such date with respect to each Class A Investor Group as of such date; provided that, during the Revolving Period, for purposes of determining whether or not the Required Noteholders have given any consent, waiver, direction or instruction, the Principal Amount held by each Class A Noteholder shall be deemed to include, without double counting, such Class A Noteholder’s undrawn portion of the “Class A Maximum Investor Group Principal Amount” (i.e., the unutilized purchase commitments under the Issuer Facility Agreement) for such Class A Noteholder’s Class A Investor Group.

“ Class A Program Fee Letter ” means that certain fee letter, dated on or around the Signing Date, by and among each initial Class A Conduit Investor, each initial Class A Committed Note Purchaser, the Administrative Agent and the Issuer setting forth the definition of Class A Program Fee Rate and the definition of Class A Undrawn Fee.

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

“ Class A Program Fee ” means, with respect to each Payment Date and each Class A Investor Group, an amount equal to the sum with respect to each day in the related Interest Period of the product of:

(a)

the Class A Program Fee Rate for such Class A Investor Group (or, if applicable, Class A Program Fee Rate for the related Class A Conduit Investor and Class A Committed Note Purchaser in such Class A Investor Group, respectively, if each of such Class A Conduit Investor and Class A Committed Note Purchaser is funding a portion of such Class A Investor Group’s Class A Investor Group Principal Amount) for such day, and

(b)

the Class A Investor Group Principal Amount for such Class A Investor Group (or, if applicable, the portion of the Class A Investor Group Principal Amount for the related Class A Conduit Investor and Class A Committed Note Purchaser in such Class A Investor Group, respectively, if each of such Class A Conduit Investor and Class A Committed Note Purchaser is funding a portion of such Class A Investor Group’s Class A Investor Group Principal Amount) for such day (after giving effect to all Class A Advances and Class A Decreases on such day), and


(c)	1/360.

“ Class A Program Fee Rate ” has the meaning specified in the Class A Program Fee Letter.

“ Class A Program Support Provider ” means any financial institutions and any other or additional Person now or hereafter extending credit or having a commitment to extend credit to or for the account of, and/or agreeing to make purchases from, a Class A Committed Note Purchaser or a Class A Conduit Investor in respect of such Class A Committed Note Purchaser’s or Class A Conduit Investor’s Class A Notes, and/or agreeing to issue a letter of credit or insurance policy or other instrument to support any obligations arising under or in connection with such Class A Conduit Investor’s securitization program as it relates to any Class A Commercial Paper issued by such Class A Conduit Investor, in each case pursuant to a program support agreement and any guarantor of any such person; provided that, no Disqualified Party shall be a “ Class A Program Support Provider ” without the prior written consent of an Authorized Officer of the Issuer, which consent may be withheld for any reason in the Issuer’s sole and absolute discretion.

“ Class A Reference Rate Tranche ” means the portion of the Class A Principal Amount purchased or maintained with Class A Advances that bear interest by reference to the Reference Rate.

“ Class A Replacement Purchaser ” has the meaning specified in Clause 9.2(a)(i) ( Replacement of Class A Investor Group ) of the Issuer Facility Agreement.

“ Class A Required Non-Delayed Amount ” means, with respect to a Class A Delayed Funding Purchaser and a proposed Class A Advance, the excess, if any, of (a) the Class A Required Non-Delayed Percentage of such Class A Delayed Funding Purchaser’s Class A Maximum Investor Group Principal Amount as of the date of such proposed Class A Advance over (b) with respect to each previous Class A Designated Delayed Advance of such Class A Delayed Funding Purchaser with respect to which the related Class A Advance occurred during the thirty five (35) days preceding the date of such proposed Class A Advance, if any, the sum of, with respect to each such previous Class A Designated Delayed Advance for which the related Class A Delayed Funding Date will not have occurred on or prior to the date of such proposed Class A Advance, the Class A Non-Delayed Amount with respect to each such previous Class A Designated Delayed Advance.

“ Class A Required Non-Delayed Percentage ” means, as of the Closing Date, 10%, and as of any date thereafter, the Class A Permitted Required Non-Delayed Percentage most recently specified in a written notice delivered by the Issuer to the Administrative Agent, each Class A Funding Agent, each Class A Committed Note Purchaser and each Class A Conduit Investor at least 35 days prior to the effective date specified therein.

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

“ Class A Reserve Advance ” means any Class A Advance specified as such in the related Class A Advance Request.

“ Class A Second Delayed Funding Notice ” is defined in Clause 2.2(a)(v) ( Class A Delayed Funding Procedures ) of the Issuer Facility Agreement.

“ Class A Second Delayed Funding Notice Amount ” has the meaning specified in Clause 2.2(a)(v) ( Class A Delayed Funding Procedures ) of the Issuer Facility Agreement.

“ Class A Second Permitted Delayed Amount ” is defined in Clause 2.2(a)(v) ( Class A Delayed Funding Procedures ) of the Issuer Facility Agreement.

“ Class A Terminated Purchaser ” has the meaning specified in Clause 9.2(a)(i) ( Replacement of Class A Investor Group ) of the Issuer Facility Agreement.

“ Class A Transferee ” has the meaning specified in Clause 9.3(a)(v) ( Class A Assignments ) of the Issuer Facility Agreement.

“ Class A Up-Front Fee ” for each Class A Committed Note Purchaser has the meaning specified in the Class A Up-Front Fee Letter, if any, for such Class A Committed Note Purchaser.

“ Class A Up-Front Fee Letter ” means, with respect to a Class A Committed Note Purchaser, if applicable, that certain fee letter dated on or about the Signing Date, by and among such Class A Committed Note Purchaser, the Administrative Agent and the Issuer setting forth the definition of Class A Up-Front Fee for such Class A Committed Note Purchaser.

“ Class A Undrawn Fee ” means:


(a)	with respect to each Payment Date on or prior to the Commitment Termination Date and each Class A Investor Group, an amount equal to the sum with respect to each day in the Interest Period of the product of:


(i)	the Undrawn Fee Rate for such Class A Investor Group for such day; and


(ii)	the excess, if any, of (x) the Class A Maximum Investor Group Principal Amount for the related Class A Investor Group over (y) the Class A Investor Group Principal Amount for the related Class A Investor Group (after giving effect to all Class A Advances and Class A Decreases on such day), in each case for such day; and


(iii)	1/360; and


(b)	with respect to each Payment Date following the Commitment Termination Date, zero.

“ Class A Undrawn Fee Rate ” has the meaning specified in the Class A Program Fee Letter.

“ Class A Voluntary Decrease ” has the meaning given to it in Clause 2.3(d)(i) ( Voluntary Decrease ) of the Issuer Facility Agreement.

“ Class A Voluntary Decrease Amount ” has the meaning specified in Clause 2.3(d)(i) ( Voluntary Decrease ) of the Issuer Facility Agreement.

“ Class B Acquiring Committed Note Purchaser ” has the meaning specified in Clause 9.3(b)(i) ( Class B Assignments ) of the Issuer Facility Agreement.

“ Class B Acquiring Investor Group ” has the meaning specified in Clause 9.3(b)(iii) ( Class B Assignments ) of the Issuer Facility Agreement.

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OMITTED PORTIONS INDICATED BY [*REDACTED*].

“ Class B Action ” has the meaning specified in Clause 9.2(b)(i)(E) ( Replacement of Class B Investor Group ) of the Issuer Facility Agreement.

“ Class B Addendum ” means an addendum substantially in the form of Exhibit K-2 of the Issuer Facility Agreement.

“ Class B Additional Investor Group ” means collectively, a Class B Conduit Investor, if any, and the Class B Committed Note Purchaser(s) with respect to such Class B Conduit Investor or, if there is no Class B Conduit Investor, the Class B Committed Note Purchaser with respect to the Class B Investor Group, in each case, that becomes party to the Issuer Facility Agreement pursuant to Clause 2.1(a)(ii) ( Class B Notes ) of the Issuer Facility Agreement in connection with an increase in the Class B Maximum Principal Amount; provided that, for the avoidance of doubt, a Class B Investor Group that is both a Class B Additional Investor Group and a Class B Acquiring Investor Group shall be deemed to be a Class B Additional Investor Group solely in connection with, and to the extent of, the commitment of such Class B Investor Group that increases the Class B Maximum Principal Amount when such Class B Additional Investor Group becomes a party to the Issuer Facility Agreement and Class B Additional Issuer Notes are issued pursuant to Clause 2.1(a)(ii) ( Class B Notes ) of the Issuer Facility Agreement, and references in the Issuer Facility Agreement to such Class B Investor Group as a “Class B Additional Investor Group” shall not include the commitment of such Class B Investor Group as a Class B Acquiring Investor Group (the Class B Maximum Investor Group Principal Amount of any such “Class B Additional Investor Group” shall not include any portion of the Class B Maximum Investor Group Principal Amount of such Class B Investor Group acquired pursuant to an assignment to such Class B Investor Group as a Class B Acquiring Investor Group, whereas references to the Class B Maximum Investor Group Principal Amount of such “Class B Investor Group” shall include the entire Class B Maximum Investor Group Principal Amount of such Class B Investor Group as both a Class B Additional Investor Group and a Class B Acquiring Investor Group).

“ Class B Additional Investor Group Initial Principal Amount ” means, with respect to each Class B Additional Investor Group, on the effective date of the addition of each member such Class B Additional Investor Group as a party to the Issuer Facility Agreement, the amount scheduled to be advanced by such Class B Additional Investor Group on such effective date, which amount may not exceed the product of (a) the Class B Drawn Percentage (immediately prior to the addition of such Class B Additional Investor Group as a party hereto) and (b) the Class B Maximum Investor Group Principal Amount of such Class B Additional Investor Group on such effective date (immediately after the addition of such Class B Additional Investor Group as a party hereto).

“ Class B Advance ” has the meaning specified in Clause 2.2(b)(i) ( Class B Advances ) of the Issuer Facility Agreement.

“ Class B Advance Deficit ” has the meaning specified in Clause 2.2(b)(vii) ( Class B Funding Defaults ) of the Issuer Facility Agreement.

“ Class B Advance Request ” means, with respect to any Class B Advance requested by the Issuer, a Class B Advance Request substantially in the form of Exhibit J-2 ( Form of Advance Request ) of the Issuer Facility Agreement with respect to such Class B Advance;

“ Class B Affected Person ” has the meaning specified in Clause 3.3(b) ( Lending Unlawful ) of the Issuer Facility Agreement.

“ Class B Asset Coverage Threshold Amount ” means (A) the Adjusted Principal Amount, divided by (B) the Issuer Class B Blended Advance Rate.

“ Class B Assignment and Assumption Agreement ” has the meaning specified in Clause 9.3(b)(i) ( Assignments ) of the Issuer Facility Agreement.

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OMITTED PORTIONS INDICATED BY [*REDACTED*].

“ Class B Available Delayed Amount Committed Note Purchaser ” means, with respect to any Class B Advance, any Class B Committed Note Purchaser that either (i) has not delivered a Class B Delayed Funding Notice with respect to such Class B Advance or (ii) has delivered a Class B Delayed Funding Notice with respect to such Class B Advance, but (x) has a Class B Delayed Amount with respect to such Class B Advance equal to zero and (y) after giving effect to the funding of any amount in respect of such Class B Advance to be made by such Class B Committed Note Purchaser or the Class B Conduit Investor in such Class B Committed Note Purchaser’s Class B Investor Group on the proposed date of such Class B Advance, has a Class B Required Non-Delayed Amount that is greater than zero.

“ Class B Available Delayed Amount Purchaser ” means, with respect to any Class B Advance, any Class B Available Delayed Amount Committed Note Purchaser, or any Class B Conduit Investor in such Class B Available Delayed Amount Committed Note Purchaser’s Class B Investor Group, that funds all or any portion of a Class B Second Delayed Funding Notice Amount with respect to such Class B Advance on the date of such Class B Advance

“ Class B Commercial Paper ” means the promissory notes of each Class B Noteholder issued by such Class B Noteholder (or the Person(s) issuing promissory notes on behalf of such Class B Noteholder) in the commercial paper market and allocated to the funding of Class B Advances in respect of the Class B Notes.

“ Class B Commitment ” means, the obligation of the Class B Committed Note Purchasers included in each Class B Investor Group to fund Class B Advances pursuant to Clause 2.2(b) ( Class B Advances ) of the Issuer Facility Agreement in an aggregate stated amount up to the Class B Maximum Investor Group Principal Amount for such Class B Investor Group.

“ Class B Commitment Percentage ” means, on any date of determination, with respect to any Class B Investor Group, the fraction, expressed as a percentage, the numerator of which is such Class B Investor Group’s Class B Maximum Investor Group Principal Amount on such date and the denominator is the Class B Maximum Principal Amount on such date.

“ Class B Committed Note Purchaser ” means those financial institutions which become party to the Issuer Facility Agreement as committed note purchasers of Class B Notes from time to time, whose details can be found in Schedule 2 ( Conduit Investors and Committed Note Purchasers ) of the Issuer Facility Agreement.

“ Class B Committed Note Purchaser Percentage ” means, with respect to any Class B Committed Note Purchaser, the percentage set forth opposite the name of such Class B Committed Note Purchaser on Schedule 2 ( Conduit Investors and Committed Note Purchasers ) of the Issuer Facility Agreement.

“ Class B Concentration Adjusted Advance Rate ” means in respect of a FleetCo and as of any date of determination,

(a)

with respect to the Eligible Investment Grade Non-Program Vehicle Amount, the excess, if any, of the relevant FleetCo Class B Baseline Advance Rate with respect to such Eligible Investment Grade Non-Program Vehicle Amount of such FleetCo over the Class B Concentration Excess Advance Rate Adjustment with respect to such Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such date, and

(b)

with respect to the Eligible Non-Investment Grade Non-Program Vehicle Amount, the excess, if any, of the relevant FleetCo Class B Baseline Advance Rate with respect to such Eligible Non-Investment Grade Non-Program Vehicle Amount of such FleetCo over the Class B Concentration Excess Advance Rate Adjustment with respect to such Eligible Non-Investment Grade Non-Program Vehicle Amount, in each case as of such date.

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

“ Class B Concentration Excess Advance Rate Adjustment ” means, with respect to any FleetCo AAA Select Component as of any date of determination, the lesser of (a) the percentage equivalent of a fraction, the numerator of which is (I) the product of (A) the portion of the Concentration Excess Amount, if any, allocated to such FleetCo AAA Select Component by the Issuer and (B) the relevant FleetCo Class B Baseline Advance Rate with respect to such FleetCo AAA Select Component, and the denominator of which is (II) such FleetCo AAA Select Component, in each case as of such date, and (b) the relevant FleetCo Class B Baseline Advance Rate with respect to such FleetCo AAA Select Component; provided that, the portion of the Concentration Excess Amount allocated pursuant to the preceding clause (a)(I)(A) shall not exceed the portion of such FleetCo AAA Select Component that was included in determining whether such Concentration Excess Amount exists.

“ Class B Conduit Assignee ” means, with respect to any Class B Conduit Investor, any commercial paper conduit, whose commercial paper has ratings of at least “A-2” from Standard & Poor’s and “P2” from Moody’s, that is administered by the Class B Funding Agent with respect to such Class B Conduit Investor or any Affiliate of such Class B Funding Agent, in each case, designated by such Class B Funding Agent to accept an assignment from such Class B Conduit Investor of the Class B Investor Group Principal Amount or a portion thereof with respect to such Class B Conduit Investor pursuant to Clause 9.3(b) ( Class B Assignments ) of the Issuer Facility Agreement.

“ Class B Conduit Investor ” means, in respect of Class B Notes, the several commercial paper conduits or special purpose entities issuing variable funding notes to affiliated commercial paper conduits listed from time to time pursuant to the Issuer Facility Agreement, whose details can be found in Schedule 2 ( Conduit Investors and Committed Note Purchasers ) of the Issuer Facility Agreement.

“ Class B Conduits ” has the meaning set forth in the definition of “Class B CP Rate”.

“ Class B CP Fall-back Rate ” means, as of any date of determination and with respect to any Class B Advance funded or maintained by any Class B Funding Agent’s Class B Investor Group through the issuance of Class B Commercial Paper during any Interest Period, the Euro Interbank Offered Rate appearing on the EURIBOR Rates Page at approximately 11:00 a.m. (London time) on the first day of such Interest Period as the rate for euro deposits with a one-month maturity.

“ Class B CP Notes ” has the meaning set forth in Clause 2.2(b)(iii) ( Class B Conduit Investor Funding ) of the Issuer Facility Agreement.

“ Class B CP Rate ” means, with respect to a Class B Conduit Investor in any Class B Investor Group (i) for any day during any Interest Period funded by such a Class B Conduit Investor set forth in Schedule 2 of the Issuer Facility Agreement or any other such Class B Conduit Investor that elects in its Assignment and Assumption Agreement to make this clause (i) applicable (collectively, the “ Class B Conduits ”), the greater of (A) zero and (B) the per annum rate equivalent to the weighted average of the per annum rates paid or payable by such Class B Conduits (or the Person(s) issuing short term promissory notes on behalf of such Class B Conduits) from time to time as interest on or otherwise (by means of interest rate hedges or otherwise taking into consideration any incremental carrying costs associated with short term promissory notes issued by such Class B Conduits (or the Person(s) issuing short term promissory notes on behalf of such Class B Conduits) maturing on dates other than those certain dates on which such Class B Conduits (or the Person(s) issuing short term promissory notes on behalf of such Class B Conduits) are to receive funds) in respect of the promissory notes issued by such Class B Conduits (or the Person(s) issuing short term promissory notes on behalf of such Class B Conduits) that are allocated in whole or in part by their respective Class B Funding Agent (on behalf of such Class B Conduits (or the Person(s) issuing short term promissory notes on behalf of such Class B Conduits)) to fund or maintain the Class B Principal Amount or that are issued by such Class B Conduits (or the Person(s) issuing short term promissory notes on behalf of such Class B Conduits) specifically to fund or maintain the Class B Principal Amount, in each case, during such period, as determined by their respective Class B Funding Agent (on behalf of such Class B

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Conduits (or the Person(s) issuing short term promissory notes on behalf of such Class B Conduits)), including (x) the commissions of placement agents and dealers in respect of such promissory notes, to the extent such commissions are allocated, in whole or in part, to such promissory notes by the related Class B Committed Note Purchasers (on behalf of such Class B Conduits (or the Person(s) issuing short term promissory notes on behalf of such Class B Conduits)), (y) all reasonable costs and expenses of any issuing and paying agent or other Person responsible for the administration of such Class B Conduits’ (or the Person(s) issuing short term promissory notes on behalf of such Class B Conduits’) commercial paper programs in connection with the preparation, completion, issuance, delivery or payment of Class B Commercial Paper, and (z) the costs of other borrowings by such Class B Conduits (or the Person(s) issuing short term promissory notes on behalf of such Class B Conduits) including borrowings to fund small or odd euro amounts that are not easily accommodated in the commercial paper market; provided, however, that if any component of such rate in this clause (i) is a discount rate, in calculating the Class B CP Rate, the respective Class B Funding Agent for such Class B Conduits shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum and (ii) for any Interest Period for any portion of the Commitment of the related Class B Investor Group funded by any other Class B Conduit Investor, the “Class B CP Rate” applicable to such Class B Conduit Investor (or the Person(s) issuing short term promissory notes on behalf of such Class B Conduit) as set forth in its Assignment and Assumption Agreement. Notwithstanding anything to the contrary in the preceding provisions of this definition, if any Class B Funding Agent shall fail to notify the Issuer and the Issuer Administrator of the applicable Class B CP Rate for the Class B Advances made by its Class B Investor Group for the related Interest Period by 11:00 a.m. London time on any Determination Date in accordance with Clause 3.1(b)(i) ( Notice of Interest Rates ) of the Issuer Facility Agreement, then the Class B CP Rate with respect to such Class B Funding Agent’s Class B Investor Group for each day during such Interest Period shall equal the Class B CP Fall-back Rate with respect to such Interest Period.

“ Class B CP Tranche ” means that portion of the Class B Principal Amount purchased or maintained with Class B Advances that bear interest by reference to the Class B CP Rate.

“ Class B CP True-Up Payment Amount ” has the meaning given to it in Clause 3.1(f) ( CP True-Up Payment Amount ) of the Issuer Facility Agreement.

“ Class B Daily Interest Amount ” means, for any day in an Interest Period, an amount equal to the result of (a) the product of (i) the Class B Note Rate for such Interest Period and (ii) the Class B Principal Amount as of the close of business on such date divided by (b) 360.

“ Class B Decrease ” means a Class B Mandatory Decrease or a Class B Voluntary Decrease, as applicable.

“ Class B Defaulting Committed Note Purchaser ” has the meaning specified in Clause 2.2(b)(vii) ( Class B Funding Defaults ) of the Issuer Facility Agreement.

“ Class B Deficiency Amount ” has the meaning specified in Clause 3.1(c)(ii) ( Payment of Interest; Funding Agent Failure to Provide Rate ) of the Issuer Facility Agreement.

“ Class B Delayed Amount ” has the meaning given to it in Clause 2.2(b)(v) ( Class B Delayed Funding Procedures ) of the Issuer Facility Agreement.

“ Class B Delayed Funding Date ” has the meaning specified in Clause 2.2(b)(v) ( Class B Delayed Funding Procedures ) of the Issuer Facility Agreement.

“ Class B Delayed Funding Notice ” has the meaning specified in Clause 2.2(b)(v) ( Class B Delayed Funding Procedures ) of the Issuer Facility Agreement.

“ Class B Delayed Funding Procedures ” has the meaning specified in Clause 2.2(b)(v) ( Class B Delayed Funding Procedures ) of the Issuer Facility Agreement.

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

“ Class B Delayed Funding Purchaser ” means, as of any date of determination, each Class B Committed Note Purchaser party to the Issuer Facility Agreement.

“ Class B Delayed Funding Purchaser Group ” means, collectively, each Class B Delayed Funding Purchaser.

“ Class B Delayed Funding Reimbursement Amount ” means, with respect to any Class B Delayed Funding Purchaser, with respect to the portion of the Class B Delayed Amount of such Class B Delayed Funding Purchaser funded by the Class B Available Delayed Amount Purchaser(s) on the date of the Class B Advance related to such Class B Delayed Amount, an amount equal to the excess, if any, of (a) such portion of the Class B Delayed Amount funded by the Class B Available Delayed Amount Purchaser(s) on the date of the Class B Advance related to such Class B Delayed Amount over (b) the amount, if any, by which the portion of any payment of principal (including any Class B Decrease), if any, made by the Issuer to each such Class B Available Delayed Amount Purchaser on any date during the period from and including the date of the Advance related to such Class B Delayed Amount to but excluding the Class B Delayed Funding Date for such Class B Delayed Amount, was greater than what it would have been had such portion of the Class B Delayed Amount been funded by such Class B Delayed Funding Purchaser on the date of the Class B Advance related to such Class B Delayed Amount.

“ Class B Designated Delayed Advance ” has the meaning specified in Clause 2.2(b)(v) ( Class B Delayed Funding Procedures ) of the Issuer Facility Agreement.

“ Class B Drawn Percentage ” means, as of any date of determination, a fraction expressed as a percentage, the numerator of which is the Class B Principal Amount and the denominator of which is the Class B Maximum Principal Amount, in each case as of such date.

“ Class B Excess Principal Event ” shall be deemed to have occurred if, on any date, the Class B Principal Amount as of such date exceeds the Class B Maximum Principal Amount as of such date.

“ Class B Funding Agent ” means the financial institution set forth opposite the name of each Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, the Class B Committed Note Purchaser with respect to such Class B Investor Group, on Schedule 2 to the Issuer Facility Agreement.

“ Class B Funding Conditions ” means, with respect to any Class B Advance requested by the Issuer pursuant to Clause 2.2(b) ( Class B Advances ) of the Issuer Facility Agreement, the following shall be true and correct both immediately before and immediately after giving effect to such Class B Advance:

(a)

the Issuer Repeating Representations and the representations and warranties of the Subordinated Noteholder set out in Clause 10 ( Subordinated Noteholder Representations and Warranties ) of the Subordinated Note Purchase Facility Agreement, in each case, shall be true and accurate as of the date of such Class B Advance with the same effect as though made on that 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);


(b)	the related Class B Funding Agent shall have received an executed Class B Advance Request certifying as to the current Issuer Aggregate Asset Amount delivered in accordance with the provisions of Clause 2.2(b) ( Class B Advances ) of the Issuer Facility Agreement;


(c)	no Class B Excess Principal Event is continuing; provided that, solely for purposes of calculating whether a Class B Excess Principal Event is continuing under this clause (c), the Class B Principal Amount shall be deemed to be increased by all Class B Delayed Amounts, if any, that any Class B Delayed Funding Purchaser(s) in a Class B Investor Group are required to fund on a Class B

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Delayed Funding Date that is scheduled to occur after the date of such requested Class B Advance that have not been funded on or prior to the date of such requested Class B Advance;


(d)	no Amortization Event or Potential Amortization Event, in each case with respect to the Issuer Notes, exists;


(e)	if such Advance is in connection with any issuance of Additional Class B Notes or any Class B Investor Group Maximum Principal Increase, then the amount of such issuance or increase shall be equal to or greater than EUR 5,000,000 and integral multiples of EUR 100,000 in excess thereof;


(f)	the Revolving Period is continuing;

(g)

if the Net Book Value of any vehicle owned by a FleetCo is included in the calculation of the Issuer Aggregate Asset Amount as of such date (on a pro forma basis after giving effect to the application of such Advance on such date), then the representations and warranties of such FleetCo set out in Clause 8 ( Representations and Warranties ) of the relevant FleetCo Facility Agreement shall be true and accurate as of the date of such Class B Advance with the same effect as though made on that 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).

“ Class B Initial Advance Amount ” means, with respect to any Class B Noteholder, the amount specified as such on Schedule 2 to the Issuer Facility Agreement with respect to such Class B Noteholder.

“ Class B Initial Investor Group Principal Amount ” means, with respect to each Class B Investor Group, the amount set forth and specified as such opposite the name of the Class B Committed Note Purchaser included in such Class B Investor Group on Schedule 2 (Conduit Investors and Committed Note Purchasers) of the Issuer Facility Agreement.

“ Class B Investor Group ” means, collectively, a Class B Conduit Investor, if any, and the Class B Committed Note Purchaser(s) with respect to such Class B Conduit Investor or, if there is no Class B Conduit Investor with respect to any Class B Investor Group, the Class B Committed Note Purchaser(s) with respect to such Class B Investor Group, in each case, party to the Issuer Facility Agreement as of the Closing Date.

“ Class B Investor Group Maximum Principal Increase ” has the meaning given to it in Clause 2.1(d)(ii) ( Investor Group Maximum Principal Increase ) of the Issuer Facility Agreement.

“ Class B Investor Group Maximum Principal Increase Addendum ” means an addendum substantially in the form of Exhibit M-2 ( Form of Class B Investor Group Maximum Principal Increase Addendum ) of the Issuer Facility Agreement.

“ Class B Investor Group Maximum Principal Increase Amount ” means, with respect to each Class B Investor Group Maximum Principal Increase, on the effective date of any Class B Investor Group Maximum Principal Increase with respect to any Class B Investor Group, the amount scheduled to be advanced by such Class B Investor Group on such effective date, which amount may not exceed the product of (a) the Class B Drawn Percentage (immediately prior to the effectiveness of such Class B Investor Group Maximum Principal Increase) and (b) the amount of such Class B Investor Group Maximum Principal Increase.

“ Class B Investor Group Principal Amount ” means, as of any date of determination with respect to any Class B Investor Group, the result of:


(a)	such Class B Investor Group’s Class B Initial Investor Group Principal Amount; plus

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(b)	the Class B Investor Group Maximum Principal Increase Amount with respect to each Class B Investor Group Maximum Principal Increase applicable to such Class B Investor Group, if any, on or prior to such date; plus


(c)	the principal amount of the portion of all Class B Advances funded by such Class B Investor Group on or prior to such date (excluding, for the avoidance of doubt, any Class B Initial Advance Amount from the calculation of such Class B Advances); minus


(d)	the amount of principal payments (whether pursuant to a Class B Decrease, a redemption or otherwise) made to such Class B Investor Group pursuant to the Issuer Facility Agreement on or prior to such date.

“ Class B Investor Group Supplement ” the meaning specified in Clause 9.3(b)(iii) ( Class B Assignments ) of the Issuer Facility Agreement.

“ Class B Majority Program Support Provider ” means, with respect to the related Class B Investor Group, Class B Program Support Providers holding more than 50% of the aggregate commitments of all Class B Program Support Providers.

“ Class B Mandatory Decrease ” has the meaning given to it in Clause 2.3 ( Procedure for Decreasing the Principal Amount ) of the Issuer Facility Agreement.

“ Class B Mandatory Decrease Amount ” has the meaning given to it in Clause 2.3 ( Procedure for Decreasing the Principal Amount ) of the Issuer Facility Agreement.

“ Class B Maximum Investor Group Principal Amount ” means, with respect to each Class B Investor Group as of any date of determination, the amount specified as such for such Class B Investor Group on Schedule 2 of the Issuer Facility Agreement for such date of determination, as such amount may be increased or decreased from time to time in accordance with the terms thereof; provided that, on any day after the occurrence and during the continuance of an Amortization Event with respect to the Class B Notes, the Class B Maximum Investor Group Principal Amount with respect to each Class B Investor Group shall not exceed the Class B Investor Group Principal Amount for such Class B Investor Group.

“ Class B Maximum Principal Amount ” means zero, provided that such amount may be (i) reduced at any time and from time to time by the Issuer upon notice to each Class B Noteholder, the Administrative Agent, each Class B Conduit Investor and each Class B Committed Note Purchaser in accordance with the terms of the Issuer Facility Agreement, or (ii) increased at any time and from time to time upon the effective date for any Class B Investor Group Maximum Principal Increase.

“ Class B Monthly Default Interest Amount ” means, with respect to any Payment Date, an amount equal to the sum of (i) an amount equal to the product of (x) 2.0%, (y) the result of (a) the sum of the Class B Principal Amount as of each day during the related Interest Period (after giving effect to any increases or decreases to the Class B Principal Amount on such day) during which an Amortization Event with respect to the Class B Notes has occurred and is continuing divided by (b) the actual number of days in the related Interest Period during which an Amortization Event with respect to the Class B Notes has occurred and is continuing, and (z) the result of (a) the actual number of days in the related Interest Period during which an Amortization Event with respect to the Class B Notes has occurred and is continuing divided by (b) 360 plus (ii) all previously due and unpaid amounts described in clause (i) with respect to prior Interest Periods (together with interest on such unpaid amounts required to be paid in this clause (ii) at the rate specified in clause (i)).

“ Class B Monthly Interest Amount ” means, with respect to any Payment Date, an amount equal to the sum of:

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(a)	the Class B Daily Interest Amount for each day in the Interest Period related to such Payment Date; plus


(b)	all previously due and unpaid amounts described in clause (a) with respect to prior Interest Periods (together with interest on such unpaid amounts required to be paid in this clause (b) at the Class B Note Rate); plus


(c)	the Class B Undrawn Fee with respect to each Investor Group for such Payment Date; plus


(d)	the Class B Program Fee with respect to each Class B Investor Group for such Payment Date; plus


(e)	the Class B CP True-Up Payment Amounts, if any, owing to each Class B Noteholder on such Payment Date.

“ Class B MTM/DT Advance Rate Adjustment ” means, as of any date of determination,


(a)	with respect to the Eligible Investment Grade Non-Program Vehicle Amount, a percentage equal to the product of (i) the Failure Percentage as of such date and (ii) the Class B Concentration Adjusted Advance Rate with respect to the Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such date;


(b)	with respect to the Eligible Non-Investment Grade Non-Program Vehicle Amount, a percentage equal to the product of (i) the Failure Percentage as of such date and (ii) the Class B Concentration Adjusted Advance Rate with respect to the Eligible Non-Investment Grade Non-Program Vehicle Amount, in each case as of such date; and


(c)	with respect to any other FleetCo AAA Component, zero.

“ Class B Non-Consenting Purchaser ” has the meaning specified in Clause 9.2(b)(i) ( Replacement of Class B Investor Group ) of the Issuer Facility Agreement.

“ Class B Non-Defaulting Committed Note Purchaser ” has the meaning specified in Clause 2.2(b)(vii) ( Class B Funding Defaults ) of the Issuer Facility Agreement.

“ Class B Non-Delayed Amount ” means, with respect to any Class B Delayed Funding Purchaser and a Class B Advance for which the Class B Delayed Funding Purchaser delivered a Class B Delayed Funding Notice, an amount equal to the excess of such Class B Delayed Funding Purchaser’s ratable portion of such Class B Advance over its Class B Delayed Amount in respect of such Class B Advance.

“ Class B Noteholder ” means each Person in whose name a Class B Note is registered in the Note Register.

“ Class B Note Rate ” means, for any Interest Period, the weighted average of the sum of (a) the weighted average (by outstanding principal balance) of the Class B CP Rates applicable to the Class B CP Tranche and (b) the Reference Rate applicable to the Class B Reference Rate Tranche in each case, for such Interest Period; provided, however, that the Class B Note Rate will in no event be higher than the maximum rate permitted by applicable law.

“ Class B Note Repurchase Amount ” has the meaning specified in Clause 11.1(b) ( Optional Repurchase of the Class B Notes ) of the Issuer Facility Agreement.

“ Class B Notes ” means the class B variable funding notes issued by the Issuer pursuant to the Issuer Facility Agreement subsequent to the Closing Date.

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“ Class B Participants ” has the meaning specified in Clause 9.3(b)(iv) ( Class B Assignments ) of the Issuer Facility Agreement.

“ Class B Permitted Delayed Amount ” has the meaning given to it in Clause 2.2(b)(v) ( Class B Advances ) of the Issuer Facility Agreement.

“ Class B Permitted Required Non-Delayed Percentage ” means, 10% or 25%.

“ Class B Potential Terminated Purchaser ” has the meaning specified in Clause 9.2(b)(i) ( Replacement of Class B Investor Group ) of the Issuer Facility Agreement.

“ Class B Principal Amount ” means, when used with respect to any date, an amount equal to the sum of the Class B Investor Group Principal Amount as of such date with respect to each Class B Investor Group as of such date; provided that, during the Revolving Period, for purposes of determining whether or not the Required Noteholders have given any consent, waiver, direction or instruction, the Principal Amount held by each Class B Noteholder shall be deemed to include, without double counting, such Class B Noteholder’s undrawn portion of the “Class B Maximum Investor Group Principal Amount” (i.e., the unutilized purchase commitments under the Issuer Facility Agreement) for such Class B Noteholder’s Class B Investor Group.

“ Class B Program Fee Letter ” means any fee letter that is entered into in connection with the issuance of Class B Notes subsequent to the Closing Date by and among each initial Class B Conduit Investor, each initial Class B Committed Note Purchaser, the Administrative Agent and the Issuer setting forth the definition of Class B Program Fee Rate and the definition of Class B Undrawn Fee

“ Class B Program Fee ” means, with respect to each Payment Date and each Class B Investor Group, if any, an amount equal to the sum with respect to each day in the related Interest Period of the product of:

(c)

the Class B Program Fee Rate for such Class B Investor Group (or, if applicable, Class B Program Fee Rate for the related Class B Conduit Investor and Class B Committed Note Purchaser in such Class B Investor Group, respectively, if each of such Class B Conduit Investor and Class B Committed Note Purchaser is funding a portion of such Class B Investor Group’s Class B Investor Group Principal Amount) for such day, and

(d)

the Class B Investor Group Principal Amount for such Class B Investor Group (or, if applicable, the portion of the Class B Investor Group Principal Amount for the related Class B Conduit Investor and Class B Committed Note Purchaser in such Class B Investor Group, respectively, if each of such Class B Conduit Investor and Class B Committed Note Purchaser is funding a portion of such Class B Investor Group’s Class B Investor Group Principal Amount) for such day (after giving effect to all Class B Advances and Class B Decreases on such day), and


(e)	1/360.

“ Class B Program Fee Rate ” has the meaning specified in the Class B Program Fee Letter.

“ Class B Program Support Provider ” means any financial institutions and any other or additional Person now or hereafter extending credit or having a commitment to extend credit to or for the account of, and/or agreeing to make purchases from, a Class B Committed Note Purchaser or a Class B Conduit Investor in respect of such Class B Committed Note Purchaser’s or Class B Conduit Investor’s Class B Notes, and/or agreeing to issue a letter of credit or insurance policy or other instrument to support any obligations arising under or in connection with such Class B Conduit Investor’s securitization program as it relates to any Class B Commercial Paper issued by such Class B Conduit Investor, in each case pursuant to a program support agreement and any guarantor of any such person; provided that, no Disqualified Party shall be a “ Class B Program Support Provider ” without the

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prior written consent of an Authorized Officer of the Issuer, which consent may be withheld for any reason in the Issuer’s sole and absolute discretion.

“ Class B Reference Rate Tranche ” means the portion of the Class B Principal Amount purchased or maintained with Class B Advances that bear interest by reference to the Reference Rate.

“ Class B Replacement Purchaser ” has the meaning specified in Clause 9.2(b)(i) ( Replacement of Class B Investor Group ) of the Issuer Facility Agreement.

“ Class B Required Non-Delayed Amount ” means, with respect to a Class B Delayed Funding Purchaser and a proposed Class B Advance, the excess, if any, of (a) the Class B Required Non-Delayed Percentage of such Class B Delayed Funding Purchaser’s Class B Maximum Investor Group Principal Amount as of the date of such proposed Class B Advance over (b) with respect to each previous Class B Designated Delayed Advance of such Class B Delayed Funding Purchaser with respect to which the related Class B Advance occurred during the thirty five (35) days preceding the date of such proposed Class B Advance, if any, the sum of, with respect to each such previous Class B Designated Delayed Advance for which the related Class B Delayed Funding Date will not have occurred on or prior to the date of such proposed Class B Advance, the Class B Non-Delayed Amount with respect to each such previous Class B Designated Delayed Advance.

“ Class B Required Non-Delayed Percentage ” means, as of the Closing Date, 10%, and as of any date thereafter, the Class B Permitted Required Non-Delayed Percentage most recently specified in a written notice delivered by the Issuer to the Administrative Agent, each Class B Funding Agent, each Class B Committed Note Purchaser and each Class B Conduit Investor at least 35 days prior to the effective date specified therein.

“ Class B Second Delayed Funding Notice ” is defined in Clause 2.2(b)(v) ( Class B Delayed Funding Procedures ) of the Issuer Facility Agreement.

“ Class B Second Delayed Funding Notice Amount ” has the meaning specified in Clause 2.2(b)(v) ( Class B Delayed Funding Procedures ) of the Issuer Facility Agreement.

“ Class B Terminated Purchaser ” has the meaning specified in Clause 9.2(b) ( Replacement of Class B Investor Group ) of the Issuer Facility Agreement.

“ Class B Transferee ” has the meaning specified in Clause 9.3(b)(v) ( Class B Assignments ) of the Issuer Facility Agreement.

“ Class B Up-Front Fee ” for each Class B Committed Note Purchaser has the meaning specified in the Class B Up-Front Fee Letter, if any, for such Class B Committed Note Purchaser.

“ Class B Up-Front Fee Letter ” means, any fee letter that is entered into in connection with the issuance of Class B Notes subsequent to the Closing Date by and among such Class B Committed Note Purchaser, the Administrative Agent and the Issuer setting forth the definition of Class B Up-Front Fee for such Class B Committed Note Purchaser.

“ Class B Undrawn Fee ” means:


(a)	with respect to each Payment Date on or prior to the Commitment Termination Date and each Class B Investor Group, an amount equal to the sum with respect to each day in the Interest Period of the product of:


(i)	the Undrawn Fee Rate for such Class B Investor Group for such day; and


(ii)	the excess, if any, of (x) the Class B Maximum Investor Group Principal Amount for the related Class B Investor Group over (y) the Class B Investor Group Principal

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Amount for the related Class B Investor Group (after giving effect to all Class B Advances and Class B Decreases on such day), in each case for such day; and


(iii)	1/360; and


(b)	with respect to each Payment Date following the Commitment Termination Date, zero.

“ Class B Undrawn Fee Rate ” has the meaning specified in the Class B Program Fee Letter.

“ Class B Voluntary Decrease ” has the meaning given to it in Clause 2.3(d)(ii) ( Voluntary Decrease ) of the Issuer Facility Agreement.

“ Class B Voluntary Decrease Amount ” has the meaning specified in Clause 2.3(d)(ii) ( Voluntary Decrease ) of the Issuer Facility Agreement.

“ Closing Date ” means the date on which the Effective Time occurs.

“ Commercial Paper ” means Class A Commercial Paper and/or Class B Commercial Paper, as applicable.

“ Commitment ” means, the obligation of the Committed Note Purchasers included in each Investor Group to fund Advances pursuant to Clause 2.2 ( Advances ) of the Issuer Facility Agreement in an aggregate stated amount up to the Class A Maximum Investor Group Principal Amount and/or the Class B Maximum Investor Group Principal Amount, as applicable, for each such Investor Group.

“ Commitment Termination Date ” means the date falling two (2) years after the Closing Date or such later date designated in accordance with Clause 2.6 ( Commitment Terms and Extensions of Commitments ) of the Issuer Facility Agreement.

“ Committed Note Purchaser ” means the Class A Committed Note Purchaser(s) and/or the Class B Committed Note Purchaser(s), as applicable.

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

“ Concentration Excess Amount ” means, as of any date of determination, the sum of (i) the Manufacturer Concentration Excess Amount with respect to each Manufacturer as of such date, if any, (ii) the Non-Investment Grade (High) Program Receivable Concentration Excess Amount as of such date, if any, and (iii) the Vehicle Concentration Excess Amount as of such date, if any, subject to the Concentration Excess Amount Calculation Convention.

“ Concentration Excess Amount Calculation Convention ” means (i) any CEA Asset designated as satisfying any Individual Concentration Excess Amount may also be designated as satisfying any other Individual Concentration Excess Amount so long as such CEA Asset bears the characteristics that give rise to such other Individual Concentration Excess Amount and (ii) the determination of which CEA Assets are to be designated as constituting any Individual Concentration Excess Amount shall be made iteratively by the Issuer or any FleetCo, as applicable, in its reasonable discretion.

“ Conduit Investor ” means the Class A Conduit Investor(s) and/or the Class B Conduit Investor(s), as applicable.

“ Conduits ” means the Class A Conduits and/or the Class B Conduits, as applicable.

“ Confidential Information ” means information that the Issuer, Hertz or any Affiliate thereof (or any successor to any such Person in any capacity) furnishes to a Committed Note Purchaser, a Conduit Investor, a Funding Agent or the Administrative Agent, but does not include any such information

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(i) that is or becomes generally available to the public other than as a result of a disclosure by a Committed Note Purchaser, a Conduit Investor, a Funding Agent or the Administrative Agent or other Person to which a Committed Note Purchaser, a Conduit Investor, a Funding Agent or the Administrative Agent delivered such information, (ii) that was in the possession of a Committed Note Purchaser, a Conduit Investor, a Funding Agent or the Administrative Agent prior to its being furnished to such Committed Note Purchaser, such Conduit Investor, such Funding Agent or the Administrative Agent by the Issuer, Hertz or any Affiliate thereof; provided that, there exists no obligation of any such Person to keep such information confidential, or (iii) that is or becomes available to a Committed Note Purchaser, a Conduit Investor, a Funding Agent or the Administrative Agent from a source other than the Issuer, Hertz or an Affiliate thereof; provided that, such source is not (1) known, or would not reasonably be expected to be known, to a Committed Note Purchaser, a Conduit Investor, a Funding Agent or the Administrative Agent to be bound by a confidentiality agreement with the Issuer, Hertz or any Affiliate thereof, as the case may be, or (2) known, or would not reasonably be expected to be known, to a Committed Note Purchaser, a Conduit Investor, a Funding Agent or the Administrative Agent to be otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation.

“ 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.

“ Corresponding DBRS Rating ” means, for each Equivalent Rating Agency Rating for any Person, the DBRS rating designation corresponding to the row in which such Equivalent Rating Agency Rating appears in the table set forth below.

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Moody’s	S&P	Fitch	DBRS
Aaa	AAA	AAA	AAA
Aa1	AA+	AA+	AA(H)
Aa2	AA	AA	AA
Aa3	AA-	AA-	AA(L)
A1	A+	A+	A(H)
A2	A	A	A
A3	A-	A-	A(L)
Baa1	BBB+	BBB+	BBB(H)
Baa2	BBB	BBB	BBB
Baa3	BBB-	BBB-	BBB(L)
Ba1	BB+	BB+	BB(H)
Ba2	BB	BB	BB
Ba3	BB-	BB-	BB(L)
B1	B+	B+	B-High
B2	B	B	B
B3	B-	B-	B(L)
Caa1	CCC+	CCC	CCC(H)
Caa2	CCC	CC	CCC
Caa3	CCC-	C	CCC(L)
Ca	CC		CC(H)
C			CC
			CC(L)
			C(H)
			C
			C(L)

“ Credit Support Annex ” has the meaning specified in Clause 4.4(c) ( Collateral Posting for Ineligible Interest Rate Cap Providers ) of the Issuer Facility Agreement.

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“ Credit Vehicle ” means, on any date, a Vehicle which has been delivered to or to the order of any FleetCo by a Manufacturer or Dealer pursuant to a Vehicle Purchase Agreement but for which the full purchase price payable by or on behalf of such FleetCo has not been received by or on behalf of the relevant Manufacturer or Dealer.

“ Daily Interest Allocation ” means, on each Deposit Date, an amount equal to the sum of (i) the aggregate amount of Issuer Interest Collections deposited into the Issuer Interest Collection Account on such date and (ii) all amounts received by the Issuer in respect of the Interest Rate Caps on such date.

“ Daily Principal Allocation ” means, on each Deposit Date, an amount equal to the aggregate amount of Issuer Principal Collections deposited into the Issuer Principal Collection Account on such date.

“ DBRS ” means DBRS, Inc.

“ DBRS Equivalent Rating ” means, with respect to any date and any Person with respect to whom DBRS does not maintain a public Relevant DBRS Rating as of such date:


(a)	if such Person has an Equivalent Rating Agency Rating from three of the Equivalent Rating Agencies as of such date, then the median of the Corresponding DBRS Ratings for such Person as of such date;


(b)	if such Person has Equivalent Rating Agency Ratings from only two of the Equivalent Rating Agencies as of such date, then the lower Corresponding DBRS Rating for such Person as of such date; and


(c)	if such Person has an Equivalent Rating Agency Rating from only one of the Equivalent Rating Agencies as of such date, then the Corresponding DBRS Rating for such Person as of such date.

“ DBRS Trigger Required Ratings ” means, with respect to any entity, rating requirements that are satisfied if such entity has a long-term rating of at least “BBB” by DBRS (or, if such entity is not rated by DBRS, “Baa2” by Moody’s or “BBB” by S&P).

“ Dealer ” means any vehicles dealer (which is not, for the avoidance of doubt, a Manufacturer), including, without limitation, any vehicle auction house in the business of buying and selling vehicles.

“ Deed of Pledge over Convertible Notes ” means the receivables pledge between the Issuer, as pledgor, Hertz Holdings Netherlands B.V., as pledgor, and the Issuer Security Trustee, as pledgee, dated as of the Signing Date.

“ Defaulted Letter of Credit ” means, as of any date of determination, each Letter of Credit that, as of such date, an Authorized Officer of the Issuer Administrator has actual knowledge that:


(a)	such Letter of Credit is not be in full force and effect (other than in accordance with its terms or otherwise as expressly permitted in such Letter of Credit);


(b)	an Event of Bankruptcy has occurred with respect to the Letter of Credit Provider of such Letter of Credit and is continuing;


(c)	such Letter of Credit Provider has repudiated such Letter of Credit or such Letter of Credit Provider has failed to honor a draw thereon made in accordance with the terms thereof; or


(d)	a Downgrade Event has occurred and is continuing for at least thirty (30) consecutive days with respect to the Letter of Credit Provider of such Letter of Credit.

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“ Deposit Date ” means each Business Day on which any Issuer Collections are deposited into the Issuer Interest Collection Account and/or the Issuer Principal Collection Account.

“ Depreciation Charge ” means, as of any date of determination, with respect to any Lease Vehicle that is a:

(a)

Non-Program Vehicle, an amount at least equal to the greater of: (i) the depreciation charge recorded in any FleetCo’s or its designee’s computer systems calculated in accordance with US GAAP; and (ii) such higher percentage of the Capitalized Cost of such Lease Vehicle as of such date, selected by the Lessor in its sole and absolute discretion, that would cause the weighted average of the “Depreciation Charges” (weighted by Net Book Value as of such date) with respect to all Lease Vehicles that are Non-Program Vehicles as of such date to be equal to or greater than 1.25%;


(b)	Program Vehicle and such date occurs during the Estimation Period for such Lease Vehicle, if any, the Initially Estimated Depreciation Charge with respect to such Lease Vehicle, as of such date; and


(c)	Program Vehicle and such date does not occur during the Estimation Period, if any, for such Lease Vehicle, an amount at least equal to the depreciation charge recorded in any FleetCo’s or its designee’s computer systems calculated in accordance with US GAAP.

“ Depreciation Record ” has the meaning specified in Clause 4.1 of each Master Lease.

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

“ Disbursement ” shall mean any L/C Credit Disbursement or any L/C Termination Disbursement under the Letters of Credit or any combination thereof, as the context may require.

“ Discharge Date ” means the date earliest to occur on which the Issuer Security Trustee notifies or confirms to the Issuer Secured Parties, each FleetCo and each FleetCo Administrator that:


(i)	there is no reasonable likelihood of there being any further payment, recovery or realization, whether due and payable on such date, or which shall or may become due and payable, whether from the relevant party under a Related Document or from the realization of the enforcement of any Issuer Security, or otherwise that would be available for distribution; or


(ii)	all amounts owed to the relevant Issuer Secured Parties (other than the Subordinated Noteholder) under the Issuer Priority of Payments have been fully and unconditionally discharged in full.

“ Disposition Date ” means, with respect to any Eligible Vehicle:


(a)	if such Eligible Vehicle was returned to a Manufacturer for repurchase pursuant to a Repurchase Program, the Turnback Date with respect to such Eligible Vehicle;


(b)	if such Eligible Vehicle was subject to a Guaranteed Depreciation Program and not sold to any third party prior to the Backstop Date with respect to such Eligible Vehicle, the Backstop Date with respect to such Eligible Vehicle;


(c)	if such Eligible Vehicle was sold to any Person (other than to the Manufacturer thereof pursuant to such Manufacturer’s Manufacturer Program) the date on which the proceeds of such sale are deposited in the relevant FleetCo Collection Account; and

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(d)	if such Eligible Vehicle becomes a Casualty or an Ineligible Vehicle (other than as a result of a sale thereof that would be included in any of clause (i) through (iii) above), the day on which such Eligible Vehicle suffers a Casualty or becomes an Ineligible Vehicle.

“ Disposition Proceeds ” means, with respect to each Non-Program Vehicle, the net proceeds from the sale or disposition (i) by a Fleetco, or (ii) following the sale or disposition by a FleetCo to the relevant OpCo, by such OpCo, of such Eligible Vehicle to any Person (other than any portion of such proceeds payable by the Lessee thereof pursuant to any Master Lease).

“ Dispute ” means any dispute arising out of or in connection with the relevant Related Document (including a dispute regarding the existence, validity or termination of such Related Document).

“ Disqualified Party ” means (i) any Person engaged in the business of renting, leasing, financing or disposing of motor vehicles or equipment operating under the name “Advantage”, “Alamo”, “Amerco”, “AutoNation”, “Avis”, “Budget”, “CarMax”, “Courier Car Rentals”, “Edge Auto Rental”, “Enterprise”, “EuropCar”, “Ford”, “Fox”, “Google”, “Lyft”, “Midway Fleet Leasing”, “National”, “Payless”, “Red Dog Rental Services”, “Silvercar”, “Triangle”, “Uber”, “Vanguard”, “ZipCar”, “Angel Aerial”, “Studio Services”; “Sixt”, “Penske”, “Sunbelt Rentals”, “United Rentals”, “ARI”, “LeasePlan”, “PHH”, “U-Haul”, “Virgin” or “Wheels” and (ii) any other Person that Hertz or any of its Affiliates reasonably determines to be a competitor of Hertz or any of its Affiliates, who has been identified in a written notice delivered to the Administrative Agent, each Funding Agent, each Committed Note Purchaser and each Conduit Investor and (iii) any Affiliate of any of the foregoing.

“ Downgrade Event ” has the meaning specified in Clause 5.7(b) ( Letter of Credit Provider Downgrades ) of the Issuer Facility Agreement.

“ Downgrade Withdrawal Amount ” has the meaning specified in Clause 5.7(b) ( Letter of Credit Provider Downgrades ) of the Issuer Facility Agreement.

“ Due and Unpaid Lease Payment Amount ” means, as of any date of determination, all amounts (other than Monthly Variable Rent) known by the applicable Servicer to be due and payable by the applicable Lessees to the applicable FleetCo on either of the next two succeeding Payment Dates pursuant to Clause 4.7 of the applicable Master Lease as of such date (other than (i) Monthly Base Rent payable on the second such succeeding Payment Date and (ii) Monthly Variable Rent), together with all amounts due and unpaid as of such date by such Lessees to such FleetCo pursuant to Clause 4.7 of the applicable Master Lease.

“ Due Date ” means, with respect to any payment due from a Manufacturer or auction dealer in respect of a Program Vehicle turned back for repurchase or sale pursuant to the terms of the related Manufacturer Program, the ninetieth (90th) day after the Disposition Date for such Eligible Vehicle.

“ Early Program Return Payment Amount ” means, with respect to each Payment Date and each Lease Vehicle that:


(a)	was a Program Vehicle as of its Turnback Date,


(b)	the Turnback Date for which occurred during the Related Month with respect to such Payment Date, and


(c)	the Turnback Date for which occurred prior to the Minimum Program Term End Date for such Lease Vehicle,

an amount equal to the excess, if any, of (i) the Net Book Value of such Lease Vehicle (as of its Turnback Date) over (ii) the Repurchase Price received or receivable with respect to such Lease Vehicle (or that would have been received but for a Manufacturer Event of Default, as applicable).

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“ EBA ” means the European Banking Authority (formerly known as the Committee of European Banking Supervisors), or any predecessor, successor or replacement agency or authority.

“ Effective Time ” has the meaning given to it in the Escrow Deed.

“ Election Period ” has the meaning specified in Clause 2.6(c) ( Procedures for Extension Consents ) of the Issuer Facility Agreement.

“ Eligible Account ” means a separately identifiable deposit account established with an Acceptable Bank.

“ Eligible Due and Unpaid Lease Payment Amount ” means, with respect to a FleetCo as of any date of determination, the lesser of:

(a) the relevant FleetCo Due and Unpaid Lease Payment Amount as of such date and

(b) the product of

(i) the sum of the relevant FleetCo AAA Components as of such date and

(ii) 4.0%.

“ Eligible Interest Rate Cap Provider ” means a counterparty to an Interest Rate Cap that is a bank, other financial institution or Person that as of any date of determination satisfies the DBRS Trigger Required Ratings (or whose present and future obligations under its Interest Rate Cap are guaranteed pursuant to a guarantee in a form and substance satisfactory to the Administrative Agent (acting reasonably) and satisfying the other requirements set forth in the related Interest Rate Cap provided by a guarantor that satisfies the DBRS Trigger Required Ratings); provided that, as of the date of the acquisition, replacement or extension (whether in connection with an extension of the Commitment Termination Date or otherwise) of any Interest Rate Cap, the applicable counterparty satisfies the Initial Counterparty Required Ratings (or such counterparty’s present and future obligations under its Interest Rate Cap are guaranteed pursuant to a guarantee (in form and substance satisfactory to the Administrative Agent (acting reasonably) and satisfying the other requirements set forth in the related Interest Rate Cap) provided by a guarantor that satisfies the Initial Counterparty Required Ratings.

“ Eligible Investment Grade Non-Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value as of such date of each Investment Grade Non-Program Vehicle for which the Disposition Date has not occurred as of such date.

“ Eligible Investment Grade Program Receivable Amount ” means, as of any date of determination, the sum of all Eligible Manufacturer Receivables payable to any FleetCo, as of such date by all Investment Grade Manufacturers.

“ Eligible Investment Grade Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value as of such date of each Investment Grade Program Vehicle for which the Disposition Date has not occurred as of such date.

“ Eligible Letter of Credit Provider ” means a Person having, at the time of the issuance of the related Letter of Credit and as of the date of any amendment or extension of the Commitment Termination Date a long-term senior unsecured debt rating (or the equivalent thereof) of at least “BBB” from DBRS (or if such Person is not rated by DBRS, “Baa2” by Moody’s or “BBB” by S&P).

“ Eligible Manufacturer Receivable ” means, as of any date of determination:

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(a)

each Manufacturer Receivable payable to any FleetCo by any Manufacturer that has a Relevant DBRS Rating as of such date of at least “A(L)” from DBRS (or, if such Manufacturer does not have a Relevant DBRS Rating as of such date, then a DBRS Equivalent Rating of at least “A(L)”) as of such date pursuant to a Manufacturer Program that, as of such date, has not remained unpaid for more than 150 calendar days past the Disposition Date with respect to the Eligible Vehicle giving rise to such Manufacturer Receivable;

(b)

each Manufacturer Receivable payable to any FleetCo by any Manufacturer that (a) has a Relevant DBRS Rating as of such date of (i) less than “A(L)” from DBRS as of such date and (ii) at least “BBB(L)” from DBRS as of such date or (b) if such Manufacturer does not have a Relevant DBRS Rating as of such date, then has a DBRS Equivalent Rating of (i) less than “A(L)” as of such date and (ii) at least “BBB(L)” as of such date, in either such case of the foregoing clause (a) or (b), pursuant to a Manufacturer Program that, as of such date, has not remained unpaid for more than 120 calendar days past the Disposition Date with respect to the Eligible Vehicle giving rise to such Manufacturer Receivable; and


(c)	each Manufacturer Receivable payable to any FleetCo by a Non-Investment Grade (High) Manufacturer or a Non-Investment Grade (Low) Manufacturer, in any case, pursuant to a Manufacturer Program, that, as of such date, has not remained unpaid for more than 90 calendar days past the Disposition Date with respect to the Eligible Vehicle giving rise to such Manufacturer Receivable.

“ Eligible Non-Investment Grade (High) Program Receivable Amount ” means, as of any date of determination, the sum of all Eligible Manufacturer Receivables payable to the FleetCos, as of such date by all Non-Investment Grade (High) Manufacturers.

“ Eligible Non-Investment Grade (Low) Program Receivable Amount ” means, as of any date of determination, the sum of all Manufacturer Receivables payable to the FleetCos, as of such date by all Non-Investment Grade (Low) Manufacturers.

“ Eligible Non-Investment Grade Non-Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value of each Non-Investment Grade Non-Program Vehicle for which the Disposition Date has not occurred as of such date.

“ Eligible Non-Investment Grade Program Vehicle Amount ” means, as of any date of determination, the Net Book Value as of such date of each Non-Investment Grade (High) Program Vehicle and each Non-Investment Grade (Low) Program Vehicle, in each case, for which the Disposition Date has not occurred as of such date.

“ Eligible Vehicle ” means a Vehicle that is owned a FleetCo and leased by such FleetCo to any Lessee pursuant to the applicable Master Lease:


(a)	that is not older than seventy-two (72) months from December 31 of the calendar year preceding the model year of such Vehicle;


(b)	that is owned by such FleetCo free and clear of all Security (other than Permitted Security);


(c)	that is designated on the applicable Servicer’s computer systems as leased under a Master Lease; and


(d)	that is not a Credit Vehicle.

“ Enhancement ” means, with respect to the Issuer Notes, the rights and benefits provided to the Noteholders of the Issuer Notes pursuant to any letter of credit, surety bond, cash collateral account, overcollateralization, issuance of Class B Notes and/or Subordinated Notes, spread account,

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guaranteed rate agreement, maturity guaranty facility, tax protection agreement, interest rate swap, hedging instrument or any other similar agreement.

“ 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 Provider ” means the Person providing any Enhancement as designated in the Issuer Facility Agreement.

“ Equivalent Rating Agency ” means each of Fitch, Moody’s and S&P.

“ Equivalent Rating Agency Rating ” means, with respect to any Equivalent Rating Agency and any Person as of any date of determination, the Relevant Rating by such Equivalent Rating Agency with respect to such Person as of such date.

“ Escrow Deed ” means the escrow deed dated on or around the Signing Date entered into by Credit Agricole Corporate and Investment Bank, as escrow agent, the parties to certain prior financings of the Hertz Group and the New Securitisation Parties (as defined therein).

“ Estimation Period ” means, with respect to any Lease Vehicle that is a Program Vehicle with respect to which the applicable depreciation charge set forth in the related Manufacturer Program for such Lease Vehicle has not been recorded in the applicable FleetCo’s or its designee’s computer systems or has been recorded in such computer systems, but has not been applied to such Program Vehicle therein, the period commencing on such Lease Vehicle’s Vehicle Lease Commencement Date and terminating on the date such applicable depreciation charge has been recorded in such FleetCo’s or its designee’s computer systems and applied to such Program Vehicle therein.

“ EU Securitisation Regulation ” means Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017.

“ EURIBOR ” means the greater of zero and the offered rate which appears on the display designated on the Bloomberg Screen “BTMMEU” page (or such other page or service as may replace it for the purpose of displaying EURIBOR rates), as applicable to one month Euro deposits, or, in the case of Credit Agricole Corporate and Investment Bank (in its capacity as a Class A Committed Purchaser), as applicable to three month Euro deposits.

“ 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 60 consecutive days; or


(b)	an order for relief in respect of such Person shall be entered in an involuntary case under bankruptcy laws or other similar laws now or hereafter in effect; or

(c)

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

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(d)	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 (c) above.

“ Excess Administrator Fee Allocation Amount ” means, with respect to any Payment Date, an amount equal to the excess, if any, of (i) the Issuer Administrator Fee Amount with respect to such Payment Date over (ii) the Capped Issuer Administrator Fee Amount with respect to such Payment Date.

“ Excess Damage Charges ” means, with respect to any Program Vehicle, the amount charged or deducted from the Repurchase Price by the Manufacturer of such Vehicle due to (a) damage over a prescribed limit, (b), if applicable, damage not subject to a prescribed limit and (c) missing equipment, in each case with respect to such Vehicle at the time that such Vehicle is turned in to such Manufacturer or its agent for repurchase or Auction pursuant to the applicable Manufacturer Program.

“ Excess Mileage Charges ” means, with respect to any Program Vehicle, the amount charged or deducted from the Repurchase Price, by the Manufacturer of such Vehicle due to the fact that such Vehicle has mileage over a prescribed limit at the time that such Vehicle is turned in to such Manufacturer or its agent for repurchase or Auction pursuant to the applicable Manufacturer Program.

“ Excess Issuer Operating Expense Amount ” means, with respect to any Payment Date the excess, if any, of (i) the Issuer Operating Expense Amount with respect to such Payment Date over (ii) the Capped Issuer Operating Expense Amount with respect to such Payment Date.

“ Excess Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the excess, if any, of (i) the Issuer Security Trustee Fee Amount with respect to such Payment Date over (ii) the Capped Issuer Security Trustee Fee Amount with respect to such Payment Date.

“ Excluded Payments ” means (a) all incentive payments payable by a Manufacturer to purchase Vehicles (but not any amounts payable by a Manufacturer as an incentive for selling Program Vehicles outside of the related Manufacturer Program), (b) all amounts payable by a Manufacturer as compensation for the preparation of newly delivered vehicles, (c) all amounts payable by a Manufacturer as compensation for interest payable after the purchase price for a Vehicle is paid, (d) all amounts payable by a Manufacturer in reimbursement for warranty work performed by or on behalf of a FleetCo on the relevant Vehicles and (e) any volume rebates in connection with the purchase of Vehicles which are due to any OpCo.

“ Existing/Prior Financing ” means:


(a)	in respect of the Issuer, French FleetCo and Dutch FleetCo, the financing pursuant to the VFN Purchase Facility Agreement dated 8 July 2010 (as amended from time to time) between (among others) the Issuer and BNP Paribas Trust Corporation UK Limited as Issuer Security Trustee;


(b)	in respect of German FleetCo, the financing pursuant to the Euro revolving credit facility agreement dated 24 June 2010, as amended from time to time (including for the avoidance of doubt any seasonal facilities or intragroup financing arrangements entered into in connection therewith); and


(c)	in respect of German FleetCo, the financing pursuant to the high yield bonds issued on 23 March 2018.

“ Expected Final Payment Date ” means the Commitment Termination Date.

“ Extension Length ” has the meaning specified in Clause 2.6 ( Commitment Terms and Extensions of Commitments ) of the Issuer Facility Agreement.

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“ Facility Term ” has the meaning specified in Clause 2.6(a) of the Issuer Facility Agreement.

“ Failure Percentage ” means, as of any date of determination, a percentage equal to 100% minus the lower of (x) the lowest Non-Program Vehicle Disposition Proceeds Percentage Average for any Determination Date (including such date of determination) within the preceding twelve (12) calendar months (or such fewer number of months as have elapsed since the Closing Date) and (y) the lowest Market Value Average as of any Determination Date within the preceding twelve (12) calendar months (or such fewer number of months as have elapsed since the Closing Date).

“ Final Base Rent ” has the meaning specified in Clause 4.3 of each Master Lease.

“ Financial Statement ” means, in respect of any Person, audited financial statements of such Person for a specified period (including a balance sheet, profit and loss account (or other form of income statement), but excluding for the avoidance of doubt any statement of cash flow).

“ First Rating Trigger Event ” means that at any time the Interest Cap Provider or (where applicable) the guarantor of the Interest Rate Cap Provider ceases to have the Initial Counterparty Required Ratings.

“ Fitch ” means Fitch Ratings.

“ FleetCo ” means the Dutch FleetCo, the French FleetCo, the German FleetCo and/or the Spanish FleetCo, as applicable.

“ FleetCo AAA Component ” means the Dutch AAA Component, the French AAA Component, the German AAA Component and/or the Spanish AAA Component, as applicable.

“ FleetCo AAA Select Component ” means each FleetCo AAA Component other than any Eligible Due and Unpaid Lease Payment Amount.

“ FleetCo Acceleration Notice ” means a Dutch Acceleration Notice, a French Acceleration Notice, a German Acceleration Notice and/or a Spanish Acceleration Notice, as applicable.

“ FleetCo Account ” means any Dutch Accounts, any French Accounts, any German Accounts and any Spanish Accounts, as applicable.

“ FleetCo Account Mandates ” means the signature authorities relating to a FleetCo Account, as amended from time to time in accordance with the relevant Account Bank Agreement.

“ FleetCo Administration Agreement ” means the Dutch Administration Agreement, the French Administration Agreement, the German Administration Agreement and/or the Spanish Administration Agreement, as applicable.

“ FleetCo Administrator ” means the Dutch Administrator, the French Administrator, the German Administrator and/or the Spanish Administrator, as applicable.

“ FleetCo Administrator Default ” means a Dutch Administrator Default, a French Administrator Default, a German Administrator Default and/or a Spanish Administrator Default, as applicable.

“ FleetCo Administrator Termination Notice ” has the meaning given to it in Clause 1.4 ( Issuer Back-Up Administrator ) of the International Account Bank Agreement.

“ FleetCo Aggregate Asset Amount ” means the Dutch Aggregate Asset Amount, the French Aggregate Asset Amount, the German Aggregate Asset Amount and/or the Spanish Aggregate Asset Amount, as applicable.

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“ FleetCo Back-Up Administration Agreement ” means the Dutch Back-Up Administration Agreement, the French Back-Up Administration Agreement, the German Back-Up Administration Agreement and/or the Spanish Back-Up Administration Agreement, as applicable.

“ FleetCo Back-Up Administrator ” means the Dutch Back-Up Administrator, the French Back-Up Administrator, the German Back-Up Administrator and/or the Spanish Back-Up Administrator, as applicable.

“ FleetCo Carrying Charges ” means the Dutch Carrying Charges, the French Carrying Charges, the German Carrying Charges and/or the Spanish Carrying Charges, as applicable.

“ FleetCo Class A Baseline Advance Rate ” means, the Dutch Class A Baseline Advance Rate, the French Class A Baseline Advance Rate, the Spanish Class A Baseline Advance Rate and/or the German Class A Baseline Advance Rate, as applicable.

“ FleetCo Class A Blended Advance Rate ” means the Dutch Class A Blended Advance Rate, the French Class A Blended Advance Rate, the German Class A Blended Advance Rate and the Spanish Class A Blended Advance Rate, as applicable.

“ FleetCo Class A Blended Advance Rate Weighting Denominator ” means the Dutch Class A Blended Advance Rate Weighting Denominator, the French Class A Blended Advance Rate Weighting Denominator, the German Class A Blended Advance Rate Weighting Denominator and the Spanish Class A Blended Advance Rate Weighting Denominator, as applicable.

“ FleetCo Class A Blended Advance Rate Weighting Numerator ” means the Dutch Class A Blended Advance Rate Weighting Numerator, the French Class A Blended Advance Rate Weighting Numerator, the German Class A Blended Advance Rate Weighting Numerator and the Spanish Class A Blended Advance Rate Weighting Numerator, as applicable.

“ FleetCo Class B Baseline Advance Rate ” means, the Dutch Class B Baseline Advance Rate, the French Class B Baseline Advance Rate, the Spanish Class B Baseline Advance Rate and/or the German Class B Baseline Advance Rate, as applicable.

“ FleetCo Class B Blended Advance Rate ” means the Dutch Class B Blended Advance Rate, the French Class B Blended Advance Rate, the German Class B Blended Advance Rate and the Spanish Class B Blended Advance Rate, as applicable.

“ FleetCo Class B Blended Advance Rate Weighting Denominator ” means the Dutch Class B Blended Advance Rate Weighting Denominator, the French Class B Blended Advance Rate Weighting Denominator, the German Class B Blended Advance Rate Weighting Denominator and the Spanish Class B Blended Advance Rate Weighting Denominator, as applicable.

“ FleetCo Class B Blended Advance Rate Weighting Numerator ” means the Dutch Class B Blended Advance Rate Weighting Numerator, the French Class B Blended Advance Rate Weighting Numerator, the German Class B Blended Advance Rate Weighting Numerator and the Spanish Class B Blended Advance Rate Weighting Numerator, as applicable.

“ FleetCo Collateral ” means the Dutch Collateral, the French Collateral, the German Collateral and/or the Spanish Collateral, as applicable.

“ FleetCo Collection Account ” means the Dutch Collection Account, the French Collection Account, the German Collection Accounts and/or the Spanish Collection Account, as applicable.

“ FleetCo Collections ” means the Dutch Collections, the French Collections, the German Collections and/or the Spanish Collections, as applicable.

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“ FleetCo Daily Collection Report ” means the Dutch Daily Collection Report, the French Daily Collection Report, the German Daily Collection Report and/or the Spanish Daily Collection Report, as applicable.

“ FleetCo Due and Unpaid Lease Payment Amount ” means the Due and Unpaid Lease Payment Amount with respect to the Dutch Master Lease, the French Master Lease, the German Master Lease and the Spanish Master Lease.

“ FleetCo Enforcement Notice ” means a Dutch Enforcement Notice, a French Enforcement Notice, a German Enforcement Notice and/or a Spanish Enforcement Notice, as applicable.

“ FleetCo Facility Agreement ” means the Dutch Facility Agreement, the French Facility Agreement, the German Facility Agreement and/or the Spanish Facility Agreement, as applicable.

“ FleetCo Interest Collections ” means the Dutch Interest Collections, the French Interest Collections, the German Interest Collections and/or the Spanish Interest Collections, as applicable.

“ FleetCo Maximum Principal Amount ” means the Dutch Maximum Principal Amount, the French Maximum Principal Amount, the German Maximum Principal Amount and/or the Spanish Maximum Principal Amount, as applicable.

“ FleetCo Note Framework Agreement ” means each of the Dutch Note Framework Agreement, the Spanish Note Framework Agreement and the German Note Framework Agreement, as applicable.

“ FleetCo Note Register ” means each of the Dutch Note Register, the Spanish Note Register and the German Note Register, as applicable.

“ FleetCo Notes ” means the Dutch Notes, the Spanish Notes and the German Notes as applicable.

“ FleetCo Principal Collections ” means the Dutch Principal Collections, the French Principal Collections, the German Principal Collections and/or the Spanish Principal Collections, as applicable.

“ FleetCo Priority of Payments ” means the Dutch Priority of Payments, the French Priority of Payments, the German Priority of Payments and/or the Spanish Priority of Payments, as applicable.

“ FleetCo Registrar ” means the Dutch Registrar, the German Registrar and/or the Spanish Registrar, as applicable.

“ FleetCo Related Documents ” means the THC Guarantee and Indemnity, the Dutch Related Documents, the French Related Documents, the German Related Documents and/or the Spanish Related Documents, as applicable.

“ FleetCo Repeating Representations ” means the Dutch Repeating Representations, the French Repeating Representations, the German Repeating Representations and the Spanish Repeating Representations, as applicable.

“ FleetCo Secured Obligations ” means the Dutch Secured Obligations, the French Secured Obligations, the German Secured Obligations and/or the Spanish Secured Obligations, as applicable.

“ FleetCo Secured Party ” means the Dutch Secured Parties, the French Secured Parties, the German Secured Parties and/or the Spanish Secured Parties, as applicable.

“ FleetCo Security ” means the Dutch Security, the French Security, the German Security and/or the Spanish Security, as applicable.

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“ FleetCo Security Documents ” means the Dutch Security Documents, the French Security Documents, the German Security Documents and/or the Spanish Security Documents, as applicable.

“ FleetCo Security Trustee ” means the Dutch Security Trustee, the French Security Trustee, the German Security Trustee and/or the Spanish Security Trustee, as applicable.

“ FleetCo Transaction Account ” means the Dutch Transaction Account, the French Transaction Account, the German Transaction Account and/or the Spanish Transaction Account, as applicable.

“ Franchisee Sublease Contractual Criteria ” means, with respect to the sublease of Lease Vehicles by a Lessee to a franchisee, the related sublease:


(a)	states in writing that it is subject to the terms and conditions of the applicable Master Lease and is subject and subordinate in all respects to such Master Lease;


(b)	requires that the Lease Vehicles subleased under such sublease may only be used in furtherance of the business contemplated by any applicable franchise or license agreement entered into by the sublessee;


(c)	other than renting such subleased Lease Vehicles to customers in the ordinary course of such franchisee’s business, prohibits such franchisee from subleasing such Lease Vehicles or otherwise assigning any of its rights with respect to such Lease Vehicles or assigning any of its rights or obligations in, to or under such sublease;


(d)	does not permit the termination date for such subleased Lease Vehicles under such sublease to exceed the Maximum Lease Termination Date with respect to such Lease Vehicle under the applicable Master Lease;


(e)	limits such franchisee’s use of such subleased Lease Vehicles to primarily in the Relevant Jurisdiction (which will include all normal course movements of vehicles across borders in connection with customer rentals and following any such movements until convenient to return such Lease Vehicles to the Relevant Jurisdiction, in each case in the franchisee’s course of business);


(f)	requires such franchisee to report the location of such subleased Lease Vehicles no less frequently than weekly and grant inspection rights to the applicable Lessee upon reasonable request of such Lessee;


(g)	prohibits such franchisee from using any such subleased Lease Vehicles in violation of any laws or regulations or contrary to the provisions of any applicable insurance policy;


(h)	contains an express acknowledgement and agreement from such franchisee that each such subleased Lease Vehicle is at all times the property of the applicable Lessor and that such franchisee acquires no right, title or interest in or to such Lease Vehicle except a leasehold interest with respect to such subleased Lease Vehicle, subject to the applicable Master Lease;


(i)	allows the applicable Lessor or such Lessee, upon the occurrence of an event of default pursuant to such sublease, to enter the premises where such subleased Lease Vehicles may be located and take possession of such subleased Lease Vehicles;

(j)

contains an express covenant from such franchisee that prior to the date that is one year and one day after the payment of the latest maturing applicable FleetCo Note, it will not institute against or join with any other Person in instituting against the applicable Lessor or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any national or state bankruptcy or similar law;

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(k)	states that such sublease shall terminate upon the termination of the applicable Master Lease; and


(l)	requires that the Lease Vehicles subleased under such sublease must primarily be used in the course of the applicable franchisee’s daily car rental business.

“ Funding Agent ” means the Class A Funding Agent(s) and/or the Class B Funding Agent(s), as applicable.

“ GAAP ” means generally accepted accounting principles in the Relevant Jurisdiction, as applicable.

“ German FleetCo THC Indemnity ” means the indemnity deed dated on or about the Signing Date between, amongst others, The Hertz Corporation, German FleetCo, the Issuer Security Trustee and the FleetCo Security Trustee.

“ Global Deed of Termination and Release ” means the deed of termination and release dated on or about the Signing Date entered into between the parties to the existing European ABS transaction of the Hertz Group.

“ Governmental Authority ” means any national, 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 Vehicles manufactured by it or one of its Affiliates that are turned back during the specified Repurchase Period to be sold at Auction, (b) cause the proceeds of any such sale to be deposited in the applicable FleetCo Collection Account by such auction dealer promptly following such sale and (c) pay to the applicable FleetCo the excess, if any, of the guaranteed payment amount with respect to any such Vehicle calculated as of the Turnback Date in accordance with the provisions of such guaranteed depreciation program over the amount deposited in the applicable FleetCo Collection Account by an auction dealer pursuant to clause (b) above.

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

“ Hertz Group ” means collectively, Hertz and each Affiliate.

“ Hertz Senior Credit Facility Default ” means the occurrence of an event that (i) results in all amounts under each of Hertz’s Senior Credit Facilities becoming immediately due and payable and (ii) has not been waived by the lenders under each of Hertz’s Senior Credit Facilities.

“ HGH ” means Hertz Global Holdings, Inc., and any successor in interest thereto.

“ Holdings ” means Rental Car Intermediate Holdings, LLC, and any successor in interest thereto.

“ IFRS ” means International Financial Reporting Standards.

“ 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 Security 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.

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“ Indemnified Liabilities ” has the meaning specified in Clause 11.4(b) ( Indemnification ) of the Issuer Facility Agreement.

“ Indemnified Parties ” has the meaning specified in Clause 11.4(b) ( Indemnification ) of the Issuer Facility Agreement.

“ Independent Director ” means a Person who is not currently and has not been during the five years prior to his or her appointment as Independent Director:


(a)	a stockholder, member, partner, director, officer, employee, Affiliate, associate, creditor (other than the corporate services provider), franchisee, major supplier, major customer or independent contractor of any FleetCo, any OpCo or any Affiliate thereof (excluding, however, any service provided by a Person engaged as an “independent” manager or director, as the case may be); or


(b)	a Person owning directly or beneficially any outstanding shares of common stock of any FleetCo, any OpCo or any Affiliate thereof, or a stockholder, director, officer, employee, Affiliate, associate, creditor or independent contractor of such beneficial owner or any of such beneficial owner’s Affiliates or associates; or


(c)	a director, officer, employee, member or partner or member of the immediate family of, or a Person otherwise owning a direct or indirect ownership interest in, any Person described in clauses (a) or (b) above.

“ Individual Concentration Excess Amounts ” means the Spain Concentration Excess Amount, the Non-Program Vehicle Concentration Excess Amount, the Light-Duty Truck Concentration Excess Amount, the Manufacturer Concentration Excess Amount and the Non-Investment Grade (High) Program Receivable Concentration Excess Amount.

“ Ineligible Vehicle ” means, as of any date of determination, a Vehicle that is owned by a FleetCo and leased by such FleetCo to any Lessee pursuant to the applicable Master Lease that is not an Eligible Vehicle as of such date.

“ Initial Counterparty Required Ratings ” means, with respect to any entity, rating requirements that are satisfied if such entity has a long-term rating of at least “A” by DBRS (or, if such entity is not rated by DBRS, “A2” by Moody’s or “A” by S&P).

“ Initially Estimated Depreciation Charge ” means, with respect to any Lease Vehicle that is a Program Vehicle, as of any date of determination during the Estimation Period for such Lease Vehicle, the monthly depreciation charge (expressed as a monthly Euro amount), if any, for such Lease Vehicle reasonably estimated by the applicable FleetCo (or its designee) as of such date.

“ In-Service Date ” means (i) in relation to a Program Vehicle, the date on which depreciation commences with regard to such Vehicle in accordance with the terms of the relevant Manufacturer Program and (ii) in relation to a Non-Program Vehicle, the date on which such Vehicle is first available to be placed in service under the terms of the applicable Master Lease.

“ Insolvency Official ” means, in relation to a relevant entity, a liquidator, provisional liquidator, administrator, insolvency administrator, preliminary insolvency administrator, administrative receiver, receiver, examiner or manager, compulsory or interim manager, nominee, supervisor, trustee, conservator, guardian or other similar officer in respect of such entity or in respect of any arrangement, compromise or composition with any creditors or any equivalent or analogous officer under the law of any jurisdiction.

“ Inspection Period ” has the meaning specified in Clause 2.1(d) of each Master Lease.

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“ Insurance Policies ” has the meaning specified in Clause 5.1.2 of each Master Lease.

“ Inter-Group Transferred Vehicle ” means any Lease Vehicle that, immediately prior to its Vehicle Lease Commencement Date, was owned by a member of the Hertz Group and was initially purchased by a member of the Hertz Group from an unaffiliated third party and such Vehicle Lease Commencement Date occurs more than thirty-six (36) days after the date of the delivery of such Lease Vehicle to a member of the Hertz Group by such third party.

“ Interest Period ” means a period commencing on and including the second Business Day preceding a Determination Date and ending on and including the day preceding the second Business Day preceding the next succeeding Determination Date; provided, however, that the initial Interest Period shall commence on and include September 28, 2018 and end on and include November 14, 2018; provided further, however, that the final Interest Period with respect to the Class A Notes and/or the Class B Notes shall commence on and include the second Business Day preceding the Determination Date immediately preceding the Payment Date upon which the Class A Principal Amount and/or Class B Principal Amount, as applicable, is reduced to zero and end on and include such Payment Date.

“ Interest Rate Cap ” means any interest rate cap entered into in accordance with the provisions of Clause 4.4 ( Interest Rate Caps ) of the Issuer Facility Agreement, including, the Interest Rate Cap Documents with respect thereto.

“ Interest Rate Cap Documents ” means, with respect to any Interest Rate Cap, the documentation that governs such Interest Rate Cap.

“ Interest Rate Cap Provider ” means the Issuer’s counterparty under any Interest Rate Cap.

“ International Account Bank Agreement ” means the account bank agreement entered into by the Issuer, the Dutch Account Bank, the Issuer Account Bank, the German Account Bank, the Issuer Security Trustee and the Issuer Administrator dated on or about the Signing Date.

“ Intra-Group Transfer ” has the meaning specified in Clause 2.1 of Schedule 3 to each Master Lease.

“ Intra-Lease Lessee Transfer Schedule ” has the meaning specified in Clause 2.2(b) of each Master Lease.

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

“ Investment Grade Manufacturer ” means, as of any date of determination, any Manufacturer that has a Relevant DBRS Rating as of such date of at least “BBB(L)” from DBRS (or, if such Manufacturer does not have a Relevant DBRS Rating as of such date, then, a DBRS Equivalent Rating of “BBB(L)”) as of such date; provided that, upon any withdrawal or downgrade of any rating of any Manufacturer by DBRS (or, if such Manufacturer is not rated by DBRS, any Equivalent Rating Agency), such Manufacturer may, in the applicable FleetCo’s sole discretion, be deemed to have the rating applicable thereto immediately preceding such withdrawal or downgrade (as applicable) by DBRS (or, if such Manufacturer is not rated by DBRS, such DBRS Equivalent Rating) for a period of thirty (30) days following the earlier of (x) the date on which an Authorized Officer of any FleetCo Administrator, any FleetCo or any Servicer obtains actual knowledge of such withdrawal or downgrade (as applicable) and (y) the date on which the FleetCo Security Trustee notifies the applicable FleetCo Administrator in writing of such withdrawal or downgrade (as applicable).

“ Investment Grade Non-Program Vehicle ” means, as of any date of determination, any Eligible Vehicle manufactured by an Investment Grade Manufacturer that is not an Investment Grade Program Vehicle as of such date.

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“ Investment Grade Program Vehicle ” means, as of any date of determination, any Program Vehicle that is:


(a)	manufactured by an Investment Grade Manufacturer (as determined as of such date of determination) that is subject to a Manufacturer Program;


(b)	subject to an agreement with a Dealer which agreement is guaranteed by an Investment Grade Manufacturer (as determined as of such date of determination); or


(c)	subject to an agreement with a Dealer which agreement is not guaranteed by an Investment Grade Manufacturer and which Dealer has the Relevant DBRS Rating or DBRS Equivalent Rating set out in the definition of “Investment Grade Manufacturer” (as determined as of such date of determination);

and, in each case, such Program Vehicle is subject to such Manufacturer Program or agreement, as applicable, on the Vehicle Lease Commencement Date for such Program Vehicle unless it has been redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Clause 2.5 ( Redesignation of Vehicles ) of the applicable Master Lease as of such date.

“ Investor Group ” means the Class A Investor Group and the Class B Investor Group, as applicable.

“ Issuer ” means International Fleet Financing No. 2 B.V., a private company with limited liability ( besloten vernootschap met beperkte aansprakelijkheid ) incorporated in The Netherlands and registered with the Trade Register of the Dutch Chamber of Commerce under number 34394429 and having its registered address at Fourth Floor, 3 George’s Dock, IFSC, Dublin 1, Ireland.

“ Issuer Acceleration Notice ” has the meaning specified in Clause 6 ( Enforcement ) of the Issuer Security Trust Deed.

“Issuer Account Bank” means BNP Paribas, Dublin Branch or, as the case may be, any other Acceptable Bank which would be subsequently appointed as Issuer Account Bank pursuant to the terms of the International Account Bank Agreement.

“ Issuer Accounts Deed of Charge ” means the deed of charge of bank accounts entered into between the Issuer and the Issuer Security Trustee dated on or about the Signing Date.

“ Issuer Account Collateral ” means all the assets of the Issuer which from time to time are, or are expressed to be, the subject of the security granted under the Issuer Accounts Deed of Charge.

“ Issuer Accounts ” has the meaning specified in Clause 4.2(a) ( Establishment of Accounts ) of the Issuer Facility Agreement and for the avoidance of doubt shall exclude Capital Accounts.

“ Issuer Account Mandate ” means the signature authorities relating to the Issuer Accounts as amended from time to time.

“ Issuer Administration Agreement ” means the Issuer administration agreement entered into between the Issuer, the Issuer Administrator, the Administrative Agent and the Issuer Security Trustee dated on or about the Signing Date.

“ Issuer Administrator ” means Hertz Europe Limited in its capacity as the administrator under the Issuer Administration Agreement.

“ Issuer Administrator Default ” has the meaning set forth in Clause 9(c) ( Term of Agreement; Resignation and Removal of Issuer Administrator ) of the Issuer Administration Agreement.

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“ Issuer Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal to the fees payable to the Issuer Administrator pursuant to the Issuer Administration Agreement on such Payment Date.

“ Issuer Administrator Termination Notice ” has the meaning given to it in Clause 1.4 ( Issuer Back-Up Administrator ) of the International Account Bank Agreement.

“ Issuer Aggregate Asset Amount ” means the aggregate of each FleetCo Aggregate Asset Amount plus the Aggregate Transaction Account Amount.

“ Issuer Back-Up Administrator ” means TMF SFS Management B.V. and any successor or replacement appointed pursuant to the Issuer Back-Up Administration Agreement.

“ Issuer Back-Up Administration Termination Event ” has the meaning set forth in Clause 4.1 of the Issuer Back-Up Administration Agreement.

“ Issuer Back-Up Administration Agreement ” means that certain Issuer Back-Up Administration Agreement dated on or about the Signing Date by and among the Issuer Back-Up Administrator, the Issuer, the Issuer Security Trustee and the Issuer Administrator, and any successor agreement entered into with a successor back-up administrator in accordance with the foregoing agreement and the Issuer Facility Agreement.

“ Issuer Back-Up Servicing Fee ” has the meaning given to it in Clause 5.1(a) of the Issuer Back-Up Administration Agreement.

“ Issuer Class A Blended Advance Rate ” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Issuer Class A Blended Advance Rate Weighting Numerator and the denominator of which is the Issuer Class A Blended Advance Rate Weighting Denominator, in each case as of such date, provided that the Issuer Class A Blended Advance Rate shall not exceed [*REDACTED*] .

“ Issuer Class A Blended Advance Rate Weighting Denominator ” means, as of any date of determination, an amount equal to the sum of all FleetCo AAA Components, in each case as of such date.

“ Issuer Class A Blended Advance Rate Weighting Numerator ” means, as of any date of determination, an amount equal to the aggregate sum of, for each FleetCo, the product of (A) the sum of such FleetCo’s FleetCo AAA Components, multiplied by (B) the relevant FleetCo Class A Blended Advance Rate, in each case as of such date.

“ Issuer Class B Blended Advance Rate ” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Issuer Class B Blended Advance Rate Weighting Numerator and the denominator of which is the Issuer Class B Blended Advance Rate Weighting Denominator, in each case as of such date.

“ Issuer Class B Blended Advance Rate Weighting Denominator ” means, as of any date of determination, an amount equal to the sum of all FleetCo AAA Components, in each case as of such date.

“ Issuer Class B Blended Advance Rate Weighting Numerator ” means, as of any date of determination, an amount equal to the aggregate sum of, for each FleetCo, the product of (A) the sum of such FleetCo’s FleetCo AAA Components, multiplied by (B) the relevant FleetCo Class B Blended Advance Rate, in each case as of such date.

“ Issuer Collateral ” means all of the assets which from time to time are, or are expressed to be, the subject of the Issuer Security created pursuant to the Issuer Security Documents.

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“ Issuer Collections ” means all payments on or in respect of the Issuer Collateral.

“ Issuer Co-operation Agreement ” means the co-operation agreement between the Issuer, Hertz Holdings Netherlands B.V. and Wilmington Trust SP Services (Dublin) Limited dated on or about the Signing Date.

“ Issuer Corporate Services Agreement ” means the corporate services agreement between the Issuer and the Issuer Corporate Services Provider dated on or about the Signing Date.

“ Issuer Corporate Services Provider ” means Wilmington Trust SP Services (Dublin) Limited.

“ Issuer Daily Collection Report ” has the meaning specified in Clause 10.1(a) ( Reports and Instructions to Trustee ) of the Issuer Note Framework Agreement.

“ Issuer Declaration of Trust ” means the declaration of trust over shares in the Issuer by the Issuer Corporate Services Provider dated 8 July 2010 as amended and restated on or about the Signing Date.

“ Issuer Enforcement Notice ” has the meaning specified in Clause 6 ( Enforcement ) of the Issuer Security Trust Deed.

“ Issuer Facility Agreement ” means the VFN issuance facility agreement entered into between the Issuer, the Administrative Agent, certain Committed Note Purchasers, certain Conduit Investors, certain Funding Agents for the Investor Groups and the Issuer Security Trustee dated on or about the Signing Date.

“ Issuer Interest Collections ” means on any date of determination, all Issuer Collections that represent interest payments on the Leasing Company Notes and the French Facility plus any amounts earned on Permitted Investments in the Issuer Collection Account that are available for distribution on such date.

“ Issuer Interest Collection Account ” has the meaning specified in Clause 4.2(a) ( Establishment of Accounts ) of the Issuer Facility Agreement.

“ Issuer IR Cap CSA Collateral Account ” has the meaning specified in Clause 4.2(a) ( Establishment of Accounts ) of the Issuer Facility Agreement.

“ Issuer L/C Cash Collateral Account ” has the meaning specified in Clause 4.2(a) ( Establishment of Accounts ) of the Issuer Facility Agreement.

“ Issuer Maximum Principal Amount ” means, as of any date of determination, the sum of the Class A Maximum Principal Amount plus the Class B Maximum Principal Amount, in each case as of such date.

“ Issuer Note Framework Agreement ” means the note framework agreement entered into between, amongst others, the Issuer and the Issuer Security Trustee dated on or about the Signing Date.

“ Issuer Notes ” means the Class A Notes and the Class B Notes.

“ Issuer Operating Expense Amount ” means, with respect to any Payment Date, the aggregate amount of Carrying Charges on such Payment Date (excluding any Carrying Charges payable to the Noteholders, the Administrative Agent or the Funding Agents).

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

“ Issuer Principal Collection Account ” has the meaning specified in Clause 4.2(a) ( Establishment of Accounts ) of the Issuer Facility Agreement.

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“ Issuer Priority of Payments ” means the priority of payments set out in Clause 5 ( Priority of Payments ) of the Issuer Facility Agreement.

“ Issuer Related Documents ” means this Master Definitions and Construction Agreement, the Issuer Note Framework Agreement, the Issuer Facility Agreement, the Issuer Subordinated Facility Agreement, the Subordinated Issuer Convertible Notes Purchase Agreement, the Preference Certificate Purchase Agreement, the FCT Note Purchase Agreement, the French Payment Direction Agreement, the Issuer Administration Agreement, the Issuer Back-up Administration Agreement, the Dutch Facility Agreement, the Spanish Facility Agreement, the German Facility Agreement, the International Account Bank Agreement, the Issuer Corporate Services Agreement, the Issuer Co-operation Agreement, the Issuer Security Documents, the Tax Deed of Covenant, the Interest Rate Cap Documents, the Credit Support Annex, the Risk Retention Letter, the Global Deed of Termination and Release and any other agreements relating to the issuance or purchase of the Issuer Notes.

“ Issuer Repeating Representations ” means the representations and warranties of the Issuer and the Issuer Administrator set out in Clause 6 and Annex I ( Representations and Warranties ) of the Issuer Facility Agreement and the representations and warranties of the Issuer set out in the Issuer Note Framework Agreement save for the representations and warranties set out in the following clauses in the Issuer Note Framework Agreement: (i) Sub-Clause 5.3 ( No Consent ); (ii) Sub-Clause 5.12 ( Ownership of Shares; Subsidiary ); (iii) Sub-Clause 5.15 ( Centre of Main Interests ); (iv) Sub-Clause 5.16 ( Taxes ); (v) Sub-Clause 5.17 ( Capitalisation ); (vi) Sub-Clause 5.20 (Beneficial Owner); (vii) Sub-Clause 5.28 ( No Distributions ); and (viii) Sub-Clause 5.23 ( Filings ).

“ Issuer Reserve Account ” has the meaning specified in Clause 4.2(a) ( Establishment of Accounts ) of the Issuer Facility Agreement.

“ Issuer Secured Obligations ” means the aggregate of the Issuer’s Indebtedness, liabilities and obligations which are now or may at any time hereafter be due, owing or incurred in any manner whatsoever to the Issuer Secured Parties:


(a)	whether actually or contingently, or


(b)	whether presently due or falling due at some future time,

arising under the Issuer Related Documents and the Issuer Notes, whether solely or jointly with another person, whether as principal or surely and whether or not the Issuer Secured Parties shall have been an original party to the relevant transaction and in whatever currency denominated.

“ Issuer Secured Party ” means each of the Parties listed at Schedule 1 ( Issuer Secured Parties ) to the Issuer Security Trust Deed.

“ Issuer Security ” means the security granted pursuant to the Issuer Security Documents.

“ Issuer Security Documents ” means the Issuer Security Trust Deed, the Issuer Accounts Deed of Charge, the Issuer Shares Pledge, the Deed of Pledge over Convertible Notes and the Issuer Declaration of Trust.

“ Issuer Security Trust Deed ” means the security trust deed dated on or around the Signing Date entered into by the Issuer Security Trustee and the Issuer.

“ Issuer Security Trust Deed of Accession ” has the meaning specified in the Issuer Security Trust Deed.

“ Issuer Security Trustee ” means BNP Paribas Trust Corporation UK Limited.

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“ Issuer Security Trustee Fee Amount ” has the meaning specified in the fee letter between the Issuer Security Trustee and the Issuer.

“ Issuer Shares Pledge ” means the deed of pledge of registered shares of the Issuer dated on or about the Closing Date, granted by Hertz Holdings Netherlands B.V. and Wilmington Trust SP Services (Dublin) Limited.

“ Issuer Subordinated Facility Agreement ” means the subordinated debt facility agreement entered into between the Issuer, Hertz Holdings Netherlands B.V. and the Issuer Security Trustee dated on or about the Signing Date.

“ Joinder ” has the meaning specified in Annex A of the Master Lease.

“ Joinder Date ” has the meaning specified in Annex A of the Master Lease.

“ L/C Cash Collateral Account Collateral ” means the Issuer Account Collateral with respect to the Issuer L/C Cash Collateral Account.

“ L/C Cash Collateral Account Surplus ” means, with respect to any Payment Date, the lesser of (a) the Available L/C Cash Collateral Account Amount and (b) the excess, if any, of the Adjusted Liquid Enhancement Amount over the Required Liquid Enhancement Amount on such Payment Date.

“ L/C Cash Collateral Percentage ” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Available L/C Cash Collateral Account Amount as of such date and the denominator of which is the Letter of Credit Amount as of such date.

“ L/C Credit Disbursement ” means an amount drawn under a Letter of Credit pursuant to a Certificate of Credit Demand.

“ L/C Termination Disbursement ” means an amount drawn under a Letter of Credit pursuant to a Certificate of Termination Demand.

“ Lease Commencement Date ” has the meaning specified in Clause 3.2 of the Master Lease.

“ Lease Event of Default ” has the meaning specified in Clause 9.1 of the Master Lease.

“ Lease Expiration Date ” has the meaning specified in Clause 3.2 of the Master Lease.

“ Lease Interest Payment Deficit ” means on any Payment Date an amount equal to the excess, if any, of (a) the aggregate amount of Issuer Interest Collections that would have been deposited into the Issuer Interest Collection Account if all payments of Monthly Variable Rent required to have been made under the Leases from but excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the aggregate amount of Issuer Interest Collections that have been received for deposit into the Issuer Interest Collection Account from but excluding the preceding Payment Date to and including such Payment Date.

“ Lease Material Adverse Effect ” means, with respect to any occurrence, event or condition applicable to any party to any Master Lease:


(a)	a material adverse effect on the ability of such party to perform its obligations under such Master Lease or the applicable FleetCo Security Documents;


(b)	a material adverse effect on the applicable Lessor’s beneficial ownership interest in the Lease Vehicles or on the ability of the applicable Lessor to grant Security on any after-acquired property that would constitute FleetCo Collateral;

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(c)	a material adverse effect on the validity or enforceability of such Master Lease; or


(d)	a material adverse effect on the validity, perfection or priority of the lien of the FleetCo Security Trustee in the applicable FleetCo Collateral (other than in an immaterial portion of such FleetCo Collateral), other than, in each case, a material adverse effect on any priority arising due to the existence of a Permitted Security.

“ Lease Payment Deficit ” means either a Lease Interest Payment Deficit or a Lease Principal Payment Deficit.

“ Lease Payment Deficit Notice ” has the meaning specified in Clause 5.9(b) ( Certain Instructions to the Issuer Security Trustee ) of the Issuer Facility Agreement.

“ Lease Principal Payment Carryover Deficit ” means (a) for the initial Payment Date, zero and (b) for any other Payment Date, the excess, if any, of (x) the Lease Principal Payment Deficit, if any, on the preceding Payment Date over (y) all amounts deposited into the Issuer Principal Collection Account on or prior to such Payment Date on account of such Lease Principal Payment Deficit.

“ Lease Principal Payment Deficit ” means on any Payment Date the sum of (a) the Monthly Lease Principal Payment Deficit for such Payment Date and (b) the Lease Principal Payment Carryover Deficit for such Payment Date.

“ Lease Vehicle Acquisition Schedule ” has the meaning specified in Clause 2.1(c) ( Lease Vehicle Acquisition Schedules ) of the Master Lease.

“ Lease Vehicles ” means, as of any date of determination, each vehicle (i) that has been accepted by a Lessee in accordance with Clause 2.1(d) of the Master Lease and (ii) as of such date the Vehicle Lease Expiration Date with respect to such vehicle has not occurred since such vehicle’s most recent Vehicle Lease Commencement Date; provided that, solely with respect to the calculation and payment of Final Base Rent, any Non-Program Vehicle Special Default Payment Amount, any Program Vehicle Special Default Payment Amount, any Casualty Payment Amount, any Early Program Return Payment Amount, any Pre-VLCD Program Vehicle Depreciation Amount, any Program Vehicle Depreciation Assumption True-up Amount, any Redesignation to Program Amount or any Redesignation to Non-Program Amount, in each case with respect to any vehicle satisfying the preceding clause (i), such vehicle shall be deemed to be a ‘Lease Vehicle’ (notwithstanding the occurrence of such Vehicle Lease Expiration Date with respect thereto) until such Final Base Rent, Non-Program Vehicle Special Default Payment Amount, Program Vehicle Special Default Payment Amount, Casualty Payment Amount, Early Program Return Payment Amount, Pre-VLCD Program Vehicle Depreciation Amount, Program Vehicle Depreciation Assumption True-up Amount, Redesignation to Program Amount or Redesignation to Non-Program Amount, as applicable, has been paid by the Lessee of such vehicle (as of such Vehicle Lease Expiration Date with respect thereto), none of which, for the avoidance of doubt, shall be payable more than once with respect to any such vehicle by such Lessee.

“ Leasing Company ” means each FleetCo and each Additional Leasing Company.

“ Leasing Company Amortization Event ” means a Dutch Leasing Company Amortization Event, French Leasing Company Amortization Event, German Leasing Company Amortization Event or Spanish Leasing Company Amortization Event, as applicable.

“ Leasing Company Note ” means the Dutch Notes, German Notes and Spanish Notes, as applicable.

“ Legacy NBV ” means, with respect to any Lease Vehicle that is an Inter-Group Transferred Vehicle, the excess of (a) the net book value of such Inter-Group Transferred Vehicle immediately prior to its Vehicle Lease Commencement Date over (b) the sum of all depreciation charges that accrued with respect to such Inter-Group Transferred Vehicle during the period (x) commencing on the first day

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of the calendar month in which its Vehicle Lease Commencement Date occurred and (y) ending on and including the day immediately preceding its Vehicle Lease Commencement Date.

“ Legal Final Payment Date ” means the one-year anniversary of the Expected Final Payment Date.

“ Legal Opinion ” means any legal opinion or tax opinion listed in Annex 3 ( Conditions Precedent ) to the Issuer Facility Agreement.

“ Legal Reservations ” means:


(a)	the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;


(b)	the time barring of claims under the Limitation Act 1980, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim;


(c)	the required perfection of any Issuer Security and FleetCo Security;


(d)	similar principles, rights and defences under the laws of any Relevant Jurisdiction; and


(e)	any other matters which are set out as assumptions, qualifications or reservations as to matters of law in the Legal Opinions.

“ Lessee ” means each OpCo and each Additional Lessee, in each case in its capacity as a lessee under the Master Lease.

“ Lessee Resignation Notice ” has the meaning specified in Clause 26 ( Lessee Termination and Resignation ) of the Master Lease.

“ Lessee Resignation Notice Effective Date ” has the meaning specified in Clause 26 ( Lessee Termination and Resignation ) of the Master Lease

“ Lessor ” means each FleetCo, in its capacity as the lessor under the applicable Master Lease.

“ Letter of Credit ” means an irrevocable letter of credit, substantially in the form of Exhibit I ( Form of Letter of Credit ) of the Issuer Facility Agreement issued by an Eligible Letter of Credit Provider in favor of the Issuer Security Trustee for the benefit of the Noteholders; provided that, any Letter of Credit issued after the Closing Date not substantially in the form of Exhibit I ( Form of Letter of Credit ) of the Issuer Facility Agreement shall be subject to the written consent of the Required Noteholders.

“ Letter of Credit Amount ” means, as of any date of determination, the sum of (i) the aggregate amount available to be drawn as of such date under the Letters of Credit, as specified therein, and (ii) if the Issuer L/C Cash Collateral Account has been established and funded pursuant to Clause 4.2(a)(ii) ( Establishment of Accounts ) of the Issuer Facility Agreement, the Available L/C Cash Collateral Account Amount as of such date.

“ Letter of Credit/Cash Liquid Enhancement Amount ” means, as of any date of determination, the sum of (a) the Letter of Credit Amount and (b) the Available Reserve Account Amount.

“ Letter of Credit/Cash Liquid Enhancement Deficiency ” means, as of any date of determination, the Adjusted Letter of Credit/Cash Liquid Enhancement Amount is less than the Required Letter of Credit/Cash Liquid Enhancement Amount as of such date.

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“ Letter of Credit Expiration Date ” means, with respect to any Letter of Credit, the expiration date set forth in such Letter of Credit, as such date may be extended in accordance with the terms of such Letter of Credit.

“ Letter of Credit Provider ” means each issuer of a Letter of Credit.

“ Letter of Credit Reimbursement Agreement ” means any and each reimbursement agreement providing for the reimbursement of a Letter of Credit Provider for draws under its Letter of Credit.

“ Liabilities ” means, in respect of any person, any losses, damages, costs, charges, awards, claims, demands, expenses, judgments, actions, proceedings or other liabilities, whatsoever, including any amounts arising directly or indirectly from a breach of contract, any reasonable legal fees and any Taxes and penalties incurred by that person, together with any irrecoverable VAT charged or chargeable in respect of any of the sums referred to in this definition.

“ Light-Duty Truck Concentration Excess Amount ” means, as of any date of determination, the excess, if any, of the aggregate Net Book Value of all Eligible Vehicles which are light-duty trucks as of such date (and light-duty truck shall, for the avoidance of doubt, exclude vans) over the Maximum Light-Duty Truck Amount as of such date, subject to the Concentration Excess Amount Calculation Convention.

“ Liquid Enhancement Amount ” means, as of any date of determination, the sum of (a) the Letter of Credit Amount, (b) the Available Reserve Account Amount as of such date and (c) Available Headroom Amount.

“ Liquid Enhancement Deficiency ” means, as of any date of determination, the Adjusted Liquid Enhancement Amount is less than the Required Liquid Enhancement Amount as of such date.

“ Liquidation Co-ordination Agreement ” means, the Dutch Liquidation Co-ordination Agreement, the French Liquidation Co-ordination Agreement, the German Liquidation Co-ordination Agreement and the Spanish Liquidation Co-ordination Agreement, as applicable.

“ Liquidation Co-ordinator ” means the Dutch Liquidation Co-ordinator, the French Liquidation Co-ordinator, the German Liquidation Co-ordinator, and the Spanish Liquidation Co-ordinator, as applicable.

“ Liquidation Event ” means, so long as such event or condition continues:

(a)

any Amortization Event with respect to the Issuer Notes described in clauses (a), (b), (d), (h) through (k), (n), (o), (p) (with respect to a failure to comply by the Administrator) or (r), (s), (t) or (v) of Clause 7.1 ( Amortization Events ) of the Issuer Facility Agreement that continues for thirty (30) consecutive days (without double counting the cure period, if any, provided therein) after declaration thereof (whether by notice or automatic); or


(b)	any Amortization Event with respect to the Issuer Notes described in Clause 7.1(c) of the Issuer Facility Agreement, any Additional Leasing Company Liquidation Event or any Amortization Event specified in clauses (y) or (z) of Clause 7.1 ( Amortization Events ) of the Issuer Note Framework Agreement; or


(c)	failure by The Hertz Corporation to make a payment when due under Sub-Clause 3.1 or 3.2 of the German FleetCo THC Indemnity following the expiry of 5 Business Days after the relevant Payment Period (as such term is defined in the German FleetCo THC Indemnity); or

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(d)	the Issuer shall fail to acquire one or more Interest Rate Caps within 30 days following the Closing Date in accordance with all the requirements set out in Sub-Clause 4.4 of the Issuer Facility Agreement.

“ Management Investors ” means the collective reference to the officers, directors, employees and other members of the management of any Parent, Hertz or any of their respective Subsidiaries, or family members or relatives thereof, or trusts, partnerships or limited liability companies for the benefit of any of the foregoing, or any of their heirs, executors, successors and legal representatives, who at any date shall beneficially own or have the right to acquire, directly or indirectly, Capital Stock of Hertz or any Parent.

“ Manufacturer ” means each Person that has manufactured an Eligible Vehicle.

“ Manufacturer Amount ” means, as of any date of determination and with respect to any Manufacturer, the sum of:


(a)	the aggregate Net Book Value of all Eligible Vehicles manufactured by such Manufacturer as of such date; and


(b)	the aggregate amount of all Eligible Manufacturer Receivables with respect to such Manufacturer.

“ Manufacturer Concentration Excess Amount ” means, with respect to any Manufacturer as of any date of determination, the excess, if any, of the Manufacturer Amount with respect to such Manufacturer as of such date over the Maximum Manufacturer Amount with respect to such Manufacturer as of such date, subject to the Concentration Excess Amount Calculation Convention.

“ Manufacturer Event of Default ” means with respect to any Manufacturer, (i) there shall be Past Due Amounts owing to a FleetCo with respect to such Manufacturer in an amount equal to or in excess of the lesser of (x) €30 million and (y) the then outstanding aggregate amount of repurchase obligations of such Manufacturer under its Manufacturer Program in respect of all Vehicles, in each case, on an aggregate basis for all FleetCos and net of Past Due Amounts aggregating no more than €30 million, (A) that are the subject of a good faith dispute as evidenced in a writing by such FleetCo or the Manufacturer questioning the accuracy of amounts paid or payable in respect of certain Vehicles tendered for repurchase under a Manufacturer Program (as distinguished from any dispute relating to the repudiation by such Manufacturer generally of its obligations under such Manufacturer Program or the assertion by such Manufacturer of the invalidity or unenforceability as against it of such Manufacturer Program) and (B) with respect to which such FleetCo as the case may be, has provided adequate reserves as reasonably determined by such Person, (ii) the occurrence and continuance of an Event of Bankruptcy with respect to such Manufacturer; or (iii) the termination of such Manufacturer’s Manufacturer Program or the failure of such Manufacturer’s Repurchase Program or Guaranteed Depreciation Program to qualify as a Manufacturer Program.

“ Manufacturer Percentage ” means, for any Manufacturer listed in the table below, the percentage set forth opposite such Manufacturer in such table.

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Manufacturer	Manufacturer Percentage
BMW	[REDACTED]
Chrysler / Fiat
Ford
GM
Honda
Hyundai
Jaguar / Land Rover
Kia
Mazda
Mercedes
Mitsubishi
Nissan
PSA
Renault
Subaru
Suzuki
Toyota
Volkswagen
Volvo
Any other individual Manufacturer

“ Manufacturer Program ” means at any time any Repurchase Program or Guaranteed Depreciation Program that is in full force and effect with a Manufacturer and that, in any such case, satisfies the Required Contractual Criteria.

“ Manufacturer Receivable ” means any amount payable to a FleetCo by a Manufacturer in respect of or in connection with the disposition of a Program Vehicle; provided that, with respect to any outstanding Manufacturer Receivable payable to any FleetCo by Daimler AG, or to Spanish FleetCo by a Non-Accepting Entity (as defined in the Spanish Master Lease), such amount shall be reduced by any payables owing from such FleetCo to Daimler AG or such Non-Accepting Entity, respectively, pursuant to the terms of the related Manufacturer Program; provided further that, the maximum amount of any such reduction shall be the amount of such outstanding Manufacturer Receivable.

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“ Market Value ” means, with respect to each Eligible Vehicle, as of any date of determination during a calendar month:


(a)	if the Market Value Procedures with respect to such Eligible Vehicle have been completed for such month as of such date, then


(i)	the Monthly Third Party Mark, if any, for such Eligible Vehicle obtained in such calendar month in accordance with such Market Value Procedures; and

(ii)

if, pursuant to the Market Value Procedures, a Monthly Third Party Mark for such Eligible Vehicle was not obtained for such calendar month (regardless of whether such value was not obtained because (A) a Monthly Third Party Mark was not obtained in undertaking the Market Value Procedures or (B) such Eligible Vehicle experienced its Vehicle Lease Commencement Date on or after the first day of such calendar month), then the relevant Servicer’s reasonable estimation of the fair market value of such Eligible Vehicle as of such date of determination; and


(b)	until the Market Value Procedures have been completed for such calendar month:


(i)	if such Eligible Vehicle experienced its Vehicle Lease Commencement Date prior to the first day of such calendar month, the Market Value obtained in the immediately preceding calendar month, in accordance with the Market Value Procedures for such immediately preceding calendar month, and


(ii)	if such Eligible Vehicle experienced its Vehicle Lease Commencement Date on or after the first day of such calendar month, then the relevant Servicer’s reasonable estimation of the fair market value of such Eligible Vehicle as of such date of determination.

“ Market Value Average ” means, as of any date of determination, commencing with the third Determination Date following the Closing Date, the percentage equivalent (not to exceed 100%) of a fraction, the numerator of which is the average of the Non-Program Fleet Market Value as of the three preceding Determination Dates and the denominator of which is the average of the aggregate Net Book Value of all Non-Program Vehicles as of such three preceding Determination Dates.

“ Market Value Procedures ” means, with respect to each calendar month and each Non-Program Vehicle, on or prior to the Determination Date for such calendar month, the relevant FleetCo shall use commercially reasonable efforts (or cause the relevant FleetCo Administrator to use commercially reasonable efforts) to obtain a Monthly Third Party Mark for any such Non-Program Vehicle.

“ Master Lease ” means each of the Dutch Master Lease, the French Master Lease, the German Master Lease and/or the Spanish Master Lease, as applicable.

“ Master Lease Termination Notice ” has the meaning specified in Clause 9.3.2 ( Rights of Lessor Upon Lease Event of Default ) of each Master Lease.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) of Hertz and its Subsidiaries taken as a whole or (b) the validity or enforceability as to any of a FleetCo or the Issuer of any Related Documents or the rights or remedies of the Administrative Agent, the FleetCo Security Trustee, the Issuer Security Trustee or the Noteholders under the Related Documents or with respect to the Issuer Collateral, the Issuer Security, the FleetCo Collateral or the FleetCo Security, in each case taken as a whole.

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

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month that is 72 months after December 31 of the calendar year prior to the model year of such Lease Vehicle.

“ Maximum Light-Duty Truck Amount ” means, as of any date of determination, an amount equal to the product of (a) [*REDACTED*] and (b) the aggregate Net Book Value of all Eligible Vehicles as of such date.

“ Maximum Manufacturer Amount ” means, as of any date of determination and with respect to any Manufacturer, an amount equal to the product of (a) the Manufacturer Percentage for such Manufacturer and (b) the total of all FleetCo AAA Components as of such date.

“ Maximum Non-Investment Grade (High) Program Receivable Amount ” means, as of any date of determination and with respect to any Non-Investment Grade (High) Manufacturer, an amount equal to [*REDACTED*] of the total of all FleetCo AAA Components as of such date.

“ Maximum Repurchase Price ” means, as of any date of determination, with respect to any Lease Vehicle that is a Program Vehicle as of such date, the Repurchase Price that would be applicable with respect to such Lease Vehicle under the terms of the related Manufacturer Program, assuming that (i) no Depreciation Charges have accrued or have been applied with respect to such Lease Vehicle under such Manufacturer Program, (ii) the Excess Damage Charges and Excess Mileage Charges with respect to such Lease Vehicle are zero, (iii) no minimum holding period applies with respect to such Lease Vehicle and (iv) all other applicable requirements for return (including the return) of such Lease Vehicles under such Manufacturer Program have been complied with.

“ Maximum Spanish AAA Amount ” means, as of any date of determination, an amount equal to the product of (a) [*REDACTED*] and (b) the total of all FleetCo AAA Components as of such date.

“ Measurement Month ” on any Determination Date, means each complete calendar month, or the smallest number of consecutive calendar months preceding such Determination Date, in which at least 1,500 vehicles were sold to unaffiliated third parties (provided that, the Issuer, in its sole discretion, may exclude salvage sales); provided, however, that no calendar month included in a single Measurement Month shall be included in any other Measurement Month.

“ Minimum Profit Amount ” means the Dutch Minimum Profit Amount, the French Minimum Profit Amount, the German Minimum Profit Amount or the Spanish Minimum Profit Amount, as applicable.

“ Minimum Program Term End Date ” means, as of any date of determination and with respect to any Lease Vehicle that is a Program Vehicle as of such date, the date determined based on the terms of the related Manufacturer Program, assuming compliance with all of the applicable requirements of such Manufacturer Program, after which either (i) the Manufacturer may become obligated to repurchase or guarantee the amount of disposition proceeds realized with respect to such Program Vehicle or (ii) the price at which the related Manufacturer is obligated to repurchase such Lease Vehicle or the amount of disposition proceeds that is guaranteed by such Manufacturer in respect of such Lease Vehicle in either case pursuant to such Manufacturer Program is first reduced by the passage of time.

“ Monthly Base Rent ” has the meaning specified in Clause 4.2 of each Master Lease.

“ Monthly Casualty Report ” has the meaning specified in Clause 4.6 of each Master Lease.

“ Monthly Collateral Certificate ” means a Dutch Monthly Collateral Certificate, a French Monthly Collateral Certificate, a German Monthly Collateral Certificate or a Spanish Monthly Collateral Certificate, as applicable.

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“ Monthly Default Interest Amount ” means the Class A Monthly Default Interest Amount and the Class B Monthly Default Interest Amount.

“ Monthly Interest Amount ” means the Class A Monthly Interest Amount and the Class B Monthly Interest Amount.

“ Monthly Lease Principal Payment Deficit ” means on any Payment Date an amount equal to the excess, if any, of (a) the aggregate amount of Issuer Principal Collections that would have been deposited into the Issuer Principal Collection Account if all payments required to have been made under the Leases from but excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the aggregate amount of Issuer Principal Collections that have been received for deposit into the Issuer Principal Collection Account from but excluding the preceding Payment Date to and including such Payment Date.

“ Monthly Noteholders’ Statement ” means the statement delivered by the Issuer to the Administrative Agent and the Issuer Security Trustee pursuant to Clause 11.2 ( Information ) of the Issuer Facility Agreement.

“ Monthly Servicing Certificate ” means a Dutch Monthly Servicing Certificate, a French Monthly Servicing Certificate, a German Monthly Servicing Certificate and/or a Spanish Monthly Servicing Certificate, as applicable.

“ Monthly Third Party Mark ” means, with respect to any Eligible Vehicle, as of any date Autovista Group obtains market values that can be used by a FleetCo, the market value of such Eligible Vehicle for the model class and model year of such Eligible Vehicle, based on the average equipment and the average mileage of each vehicle of such model class and model year as quoted in the Autovista Group information most recently available as of such date.

“ Monthly Variable Rent ” has the meaning specified in Clause 4.5 of the Master Lease.

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

“ Motor Third Party Liability Cover ” has the meaning specified in Clause 5.1.2 of the Master Lease.

“ MSRP ” means as of any date of determination, with respect to each Lease Vehicle, the Manufacturer’s suggested retail price for such Lease Vehicle, as determined by the Servicer in its reasonable discretion based on such Lease Vehicle’s characteristics.

“ Net Book Value ” means, with respect to any Lease Vehicle, as of any date of determination, the excess (if any) of (i) the Capitalized Cost of such Lease Vehicle over (ii) the Accumulated Depreciation with respect to such Lease Vehicle, in each case as of such date.

“ Net VAT Receivables ” means VAT Receivables less VAT Payables.

“ Non-conforming Lease Vehicle ” means any vehicle made available for lease by a Lessor to the applicable Lessee pursuant to a Lease Vehicle Acquisition Schedule that does not conform in all material respects to the Basic Lease Vehicle Information with respect to such vehicle.

“ Non-Extending Purchaser ” has the meaning specified in Clause 2.6(c) ( Procedures for Extension Consents ) of the Issuer Facility Agreement.

“ Non-Franchisee Third Party Sublease Contractual Criteria ” means, with respect to the sublease of Lease Vehicles by a Lessee to a Person other than a franchisee, the related sublease:

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(a)	states in writing that it is subject to the terms and conditions of the Master Lease and is subject and subordinate in all respects to the Master Lease;


(b)	does not permit the termination date for such subleased Lease Vehicles under such sublease to exceed the Maximum Lease Termination Date with respect to such Lease Vehicle under the Master Lease;


(c)	other than renting such subleased Lease Vehicles to customers in the ordinary course of such Person’s business, prohibits such Person from subleasing such Lease Vehicles or otherwise assigning any of its rights with respect to such Lease Vehicles or assigning any of its rights or obligations in, to or under such sublease;


(d)	limits such sublessee’s use of such subleased Lease Vehicles to primarily in the Relevant Jurisdiction (which will include all normal course movements of vehicles across borders in connection with customer rentals and following any such movements until convenient to return such Lease Vehicles to the Relevant Jurisdiction, in each case in the sublessee’s course of business);


(e)	requires such sublessee to report the location of such subleased Lease Vehicles no less frequently than weekly and grant inspection rights to the applicable Lessee upon reasonable request of such Lessee;


(f)	prohibits such sublessee from using any such subleased Lease Vehicles in violation of any laws or regulations or contrary to the provisions of any applicable insurance policy;


(g)	contains an express acknowledgement and agreement from such sublessee that each such subleased Lease Vehicle is at all times the property of the applicable Lessor and that such sublessee acquires no right, title or interest in or to such Lease Vehicle except a leasehold interest with respect to such subleased Lease Vehicle, subject to the Master Lease;


(h)	allows the applicable Lessor or such Lessee, upon the occurrence of an event of default pursuant to such sublease, to enter the premises where such subleased Lease Vehicles may be located and take possession of such subleased Lease Vehicles;

(i)

contains an express covenant from such sublessee that prior to the date that is one year and one day after the payment of the latest maturing associated FleetCo Note, it will not institute against or join with any other Person in instituting against the applicable Lessor or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any national or state bankruptcy or similar law;


(j)	states that such sublease shall terminate upon the termination of the Master Lease;


(k)	requires that the Lease Vehicles subleased under such sublease must primarily be used in the course of such Person’s daily car rental business;


(l)	is with a sublessee that is located in the same jurisdiction as the applicable Lessee;


(m)	does not conflict with any terms of the applicable Master Lease;


(n)	prohibits the transfer of title or proprietary interest in the Lease Vehicles subject to the sublease;


(o)	contains a statement of acknowledgment of the security granted to the FleetCo Security Trustee pursuant to the FleetCo Security Documents;

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(p)	may only be entered into if no Leasing Company Amortization Event has occurred or is continuing immediately prior to the entry into such sublease; and


(q)	may only be entered into if, to the knowledge of the applicable Lessee immediately prior to the entry into such sublease, no Event of Bankruptcy has occurred in respect of the sublessee.

“ Non-Investment Grade (High) Manufacturer ” means, as of any date of determination, any Manufacturer that (a) has a Relevant DBRS Rating as of such date (i) less than “BBB(L)” from DBRS and (ii) at least “BB(L)” from DBRS, or (b) if such Manufacturer does not have a Relevant DBRS Rating as of such date, then has a DBRS Equivalent Rating of (i) less than “BBB(L)”) as of such date and (ii) at least “BB(L)” as of such date; provided that, upon any withdrawal or downgrade of any rating of any Manufacturer by DBRS (or, if such Manufacturer is not rated by DBRS, any Equivalent Rating Agency), such Manufacturer may, in any FleetCo’s sole discretion, be deemed to have the rating applicable thereto immediately preceding such withdrawal or downgrade (as applicable) by DBRS (or, if such Manufacturer is not rated by DBRS, such Equivalent Rating Agency) for a period of thirty (30) days following the earlier of (i) the date on which an Authorized Officer of any FleetCo Administrator, any Lessor or any Servicer obtains actual knowledge of such withdrawal or downgrade (as applicable) and (ii) the date on which the Issuer Security Trustee notifies the FleetCo Administrators in writing of such withdrawal or downgrade (as applicable).

“ Non-Investment Grade (High) Program Receivable Concentration Excess Amount ” means, with respect to any Non-Investment Grade (High) Manufacturer, as of any date of determination, the excess, if any, of the Eligible Non-Investment Grade (High) Program Receivable Amount with respect to such Non-Investment Grade (High) Manufacturer as of such date over the Maximum Non-Investment Grade (High) Program Receivable Amount with respect to such Non-Investment Grade (High) Manufacturer as of such date, subject to the Concentration Excess Amount Calculation Convention.

“ Non-Investment Grade (High) Program Vehicle ” means, as of any date of determination, any Program Vehicle that is:


(a)	subject on the Vehicle Lease Commencement Date for such Vehicle to an agreement with a Dealer which agreement is not guaranteed by an Investment Grade Manufacturer and which Dealer has the Relevant DBRS Rating or DBRS Equivalent Rating set out in the definition of “Non-Investment Grade (High) Manufacturer” (as determined as of such date of determination); or


(b)	manufactured by a Non-Investment Grade (High) Manufacturer (as determined as of such date of determination) that is or was subject to a Manufacturer Program on the Vehicle Lease Commencement Date for such Program Vehicle,

in each case, unless it has been redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Clause 2.5 ( Redesignation of Vehicles ) of the applicable Master Lease as of such date.

“ Non-Investment Grade (Low) Manufacturer ” means, as of any date of determination, any Manufacturer that has a Relevant DBRS Rating as of such date of less than “BB(L)” from DBRS (or, if such Manufacturer does not have a Relevant DBRS Rating as of such date, a DBRS Equivalent Rating of “BB(L)”) as of such date; provided that, upon any withdrawal or downgrade of any rating of any Manufacturer by DBRS (or, if such Manufacturer is not rated by DBRS, any DBRS Equivalent Rating), such Manufacturer may, in any FleetCo’s sole discretion, be deemed to have the rating applicable thereto immediately preceding such withdrawal or downgrade (as applicable) DBRS (or, if such Manufacturer is not rated by DBRS, such Equivalent Rating Agency) for a period of thirty (30) days following the earlier of (x) the date on which any FleetCo Administrator, any FleetCo or any Servicer obtains actual knowledge of such withdrawal or downgrade (as applicable) and (y) the

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date on which the Issuer Security Trustee notifies the FleetCo Administrators in writing of such withdrawal or downgrade (as applicable).

“ Non-Investment Grade (Low) Program Vehicle ” means, as of any date of determination, any Program Vehicle that is:

(a)

subject on the Vehicle Lease Commencement Date for such Vehicle to an agreement with a Dealer which agreement is not guaranteed by an Investment Grade Manufacturer and which Dealer has either (x) the Relevant DBRS Rating or DBRS Equivalent Rating set out in the definition of “Non-Investment Grade (Low) Manufacturer” (as determined as of such date of determination) or (y) no rating (as determined as of such date of determination); or


(b)	manufactured by a Non-Investment Grade (Low) Manufacturer (as determined as of such date of determination) that is or was subject to a Manufacturer Program on the Vehicle Lease Commencement Date for such Program Vehicle,

“ Non-Investment Grade Non-Program Vehicle ” means, as of any date of determination, any Eligible Vehicle that (i) was manufactured by a Non-Investment Grade (High) Manufacturer or a Non-Investment Grade (Low) Manufacturer and (ii) is not a Non-Investment Grade (High) Program Vehicle or a Non-Investment Grade (Low) Program Vehicle, in each case as of such date.

“ Non-Program Fleet Market Value ” means, with respect to all Non-Program Vehicles as of any date of determination, the sum of the respective Market Values of each such Non-Program Vehicle as of such date.

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

“ Non-Program Vehicle Concentration Excess Amount ” means, as of any date of determination, the product of (i) the Non-Program Vehicle LTM Concentration Failure Percentage as of such date multiplied by (ii) the aggregate Net Book Value of all Eligible Vehicles as of such date, subject to the Concentration Excess Amount Calculation Convention.

“ Non-Program Vehicle Disposition Proceeds Percentage Average ” means, with respect to any Measurement Month, commencing on the third Determination Date following the Closing Date, the percentage equivalent (not to exceed 100%) of a fraction, the numerator of which is the aggregate amount of Disposition Proceeds (excluding VAT) paid or payable in respect of all Non-Program Vehicles that are sold (i) by all Fleetcos, or (ii) following the sale or disposition by all FleetCos to their relevant OpCos, by such OpCos, to unaffiliated third parties (excluding salvage sales), during such Measurement Month and the two Measurement Months preceding such Measurement Month and the denominator of which is the excess, if any, of the aggregate Net Book Values of such Non-Program Vehicles on the dates of their respective sales over the aggregate Final Base Rent with respect such Non-Program Vehicles.

“ Non-Program Vehicle LTM Average ” means, as of any date of determination, commencing on the first Determination Date, the percentage equivalent of a fraction, the numerator of which is the daily average aggregate Net Book Value of all Non-Program Vehicles during the prior twelve (12) calendar months and the denominator of which is the daily average aggregate Net Book Value of all Eligible Vehicles during the prior twelve (12) calendar months; provided that, for each day included in such average calculation that is in a calendar month that ended prior to the Closing Date, the aggregate Net Book Value of all Non-Program Vehicles and all Eligible Vehicles shall be calculated

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as of the last day of the applicable calendar month, assuming the Closing Date had occurred prior to such date and that Vehicles owned by each FleetCo or, in the case of Spain, Spanish OpCo, as of such date, were Eligible Vehicles.

“ Non-Program Vehicle LTM Concentration Failure Percentage ” means, as of any date of determination, a percentage equal to the greater of (a) the Non-Program Vehicle LTM Average less [*REDACTED*] and (b) zero.

“ Non-Program Vehicle Report ” means the report to be delivered by the Issuer pursuant to the Issuer Security Trustee pursuant to paragraph 27 ( Non-Program Vehicle Report ) of Annex 2 ( Covenants ) of the Issuer Facility Agreement.

“ Non-Program Vehicle Special Default Payment Amount ” means, with respect to any Payment Date and any (i) Lease Vehicle (a) that was a Non-Program Vehicle as of its Vehicle Lease Expiration Date, (b) the Vehicle Lease Expiration Date for which occurred during the Related Month with respect to such Payment Date, (c) the Vehicle Lease Expiration Date for which did not occur due to a sale by the applicable FleetCo pursuant to the applicable Master Lease or applicable Vehicle Purchasing Agreement, and (d) that did not become a Casualty or an Ineligible Vehicle during such Related Month, an amount equal to (I) the sum of all Program Vehicle Special Default Payment Amounts payable by the Lessees on such Payment Date and the eleven (11) Payment Dates preceding such Payment Date divided by (II) the number of Program Vehicles that were turned back to Manufacturers or sold through auctions conducted by or through Manufacturers during the twelve (12) Related Months with respect to such twelve (12) Payment Dates and (ii) any other Lease Vehicle, zero.

“ Note Register ” has the meaning set out in Clause 2.6 ( Note Register ) of the Issuer Note Framework Agreement.

“ Noteholder ” means the Class A Noteholders and the Class B Noteholders, as applicable.

“ Noteholder Statement AUP ” has the meaning specified in paragraph 6 ( Noteholder Statement AUP ) of Annex 2 ( Covenants ) of the Issuer Facility Agreement.

“ Notice of Reduction ” means a notice in the form of Annex G to a Letter of Credit.

“ Officer’s Certificate ” means (i) with respect to any Person, a certificate signed by an authorized officer of such Person and (ii) with respect to any Affiliate of Hertz, a certificate signed by an Authorized Officer of such Affiliate.

“ Official Body ” has the meaning specified in the definition of “Change in Law”.

“ OpCo ” means each of Dutch OpCo, French OpCo, German OpCo and/or Spanish OpCo, as applicable.

“ Operating Expense Amount ” means, with respect to any Payment Date, the sum (without duplication) of (a) the aggregate amount of Carrying Charges on such Payment Date (excluding any Carrying Charges payable to the Noteholders, the Administrative Agent or the Funding Agents) and (b) the aggregate amount of FleetCo Carrying Charges, if any, payable by the Issuer on such Payment Date (excluding any Carrying Charges payable to the Noteholders).

“ Opinion of Counsel ” means a written and signed opinion from legal counsel who is acceptable to the Issuer Security Trustee. If acceptable to the Issuer Security 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.

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“ Outstanding ” means in relation to the Issuer Notes or the FleetCo Notes, as of any date of determination, all of the Issuer Notes, or all of the FleetCo Notes (as applicable) that have been issued and not redeemed or purchased and cancelled by the Issuer or the relevant FleetCo (as applicable).

“ Parent ” means any of HGH, Holdings, and any Other Parent, and any other Person that is a Subsidiary of HGH, Holdings, or any Other Parent and of which Hertz is a Subsidiary. As used herein, “ Other Parent ” means a Person of which Hertz becomes a Subsidiary after the Closing Date and that is designated by Hertz as an “Other Parent”; provided that, either (x) immediately after Hertz first becomes a Subsidiary of such Person, more than 50% of the Voting Stock of such Person shall be held by one or more Persons that held more than 50% of the Voting Stock of Hertz or a Parent of Hertz immediately prior to Hertz first becoming such Subsidiary or (y) such Person shall be deemed not to be an Other Parent for the purpose of determining whether a Change of Control shall have occurred by reason of Hertz first becoming a Subsidiary of such Person.

“ Past Due Amounts ” means, with respect to any Manufacturer, the amount that such Manufacturer shall have failed to pay when due under such Manufacturer’s Manufacturer Program with respect to an Eligible Vehicle turned in to such Manufacturer with respect to which such failure shall have continued for more than one hundred and twenty (120) days following the Due Date.

“ Past Due Rent Payment ” means, with respect to any Lease Payment Deficit and any Lessee, any payment of Rent or other amounts payable by such Lessee under any Lease with respect to which such Lease Payment Deficit applied, which payment occurred on or prior to the fifth Business Day after the occurrence of such Lease Payment Deficit and which payment is in satisfaction (in whole or in part) of such Lease Payment Deficit.

“ Past Due Rental Payments Priorities ” means the priorities of payments set forth in Clause 5.6 ( Past Due Rental Payments ) of the Issuer Facility Agreement.

“ Payment Date ” means, the 25th day of each calendar month, or if such day is not a Business Day, the next succeeding Business Day, with the first Payment Date being November 26, 2018.

“ Payment Date Available Interest Amount ” means, with respect to each Interest Period, the sum of the Daily Interest Allocations for each Deposit Date in such Interest Period.

“ Payment Date Interest Amount ” means, with respect to each Payment Date, the sum (without duplication) of the amounts payable pursuant to Clauses 5.3(a) through (e) ( Application of Funds in the Interest Collection Account ) of the Issuer Facility Agreement.

“ Permitted Holders ” means any of the following: (i) any “person” (as such term is used in Clauses 13(d) and 14(d) of the Exchange Act) whose status as a “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) constitutes or results in a Change of Control that has been consented to by Noteholders holding more than 66⅔% of the Principal Amount, and any Affiliate thereof, (ii) the Management Investors, (iii) any “group” (as such term is used in Clauses 13(d) and 14(d) of the Exchange Act) of which any of the Persons specified in clause (i) or (ii) above is a member (provided that (without giving effect to the existence of such “group” or any other “group”) one or more of such Persons collectively have beneficial ownership, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of Hertz or any Parent held by such “group”), and any other Person that is a member of such “group” and (iv) any Person acting in the capacity of an underwriter in connection with a public or private offering of Capital Stock of any Parent or Hertz.

“ Permitted Investment Qualifying Country ” means any of Austria, Belgium, Canada, the Channel Islands, Denmark, Finland, France, Germany, Iceland, the Republic of Ireland, Italy, Liechtenstein, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, the United Kingdom or the United States of America and any other country which has a Moody’s local currency country risk ceiling of, at the time of acquisition of the relevant Permitted Investment, at least “Baa2” or “P-2”

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by Moody’s and the foreign currency country issuer rating of which is rated, at the time of acquisition of the relevant Permitted Investment, at least “BBB-” by S&P.

“ Permitted Investments ” means negotiable instruments or securities, payable in Euros, represented by instruments in bearer or registered in book-entry form which evidence:


(a)	obligations the full and timely payment of which are to be made by or is fully guaranteed by a Permitted Investment Qualifying Country or any agency or instrumentality of a Permitted Investment Qualifying Country, other than financial contracts whose value depends on the values or indices of asset values;

(b)

demand deposits of, time deposits in, or certificates of deposit issued by, any depositary institution or trust company incorporated under the laws of a Permitted Investment Qualifying Country whose short-term debt is rated “P-1” by Moody’s and “A-1+” by S&P and subject to supervision and examination by governmental banking or depositary institution authorities; provided, however, that at the earlier of (x) the time of the investment and (y) the time of the contractual commitment to invest therein, the certificates of deposit or short-term deposits, if any, or long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depositary institution or trust company shall have a credit rating from S&P of “A 1+” and a credit rating from Moody’s of “P-1” in the case of certificates of deposit or short-term deposits, or a rating from S&P not lower than “AA” and a rating from Moody’s not lower than “Aa2” in the case of long-term unsecured obligations;


(c)	commercial paper having, at the earlier of (x) the time of the investment and (y) the time of the contractual commitment to invest therein, a rating from S&P of “A-1+” and a rating from Moody’s of “P-1”;


(d)	bankers’ acceptances issued by any depositary institution or trust company described in paragraph (b) above;


(e)	investments in money market funds rated “AAAm” by S&P and “Aaa-mf” by Moody’s, or otherwise approved in writing by S&P or Moody’s, as applicable;


(f)	Eurodollar time deposits having a credit rating from S&P of “A 1+” and a credit rating from Moody’s of “P-1”; and


(g)	repurchase agreements involving any of the Permitted Investments described in paragraphs (a) and (f) above and the certificates of deposit described in paragraph (b) above which are entered into with a depository institution or trust company, having a commercial paper or short-term certificate of deposit rating of “A-1+” by S&P and “P-1” by Moody’s.

“ Permitted Lessee ” has the meaning specified in Clause 12 of each Master Lease.

“ Permitted Security ” means (i) Security 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’ Security, and other Security 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, and (iii) Security in favor of the Issuer Security Trustee pursuant to any Issuer Related Document or in favour of the FleetCo Security Trustee pursuant to any FleetCo Related Document.

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“ 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.

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

“ Potential Lease Event of Default ” means any occurrence or event that, with the giving of notice, the passage of time or both, would constitute a Lease Event of Default.

“ Potential Leasing Company Amortization Event ” means a Dutch Potential Leasing Company Amortization Event, French Potential Leasing Company Amortization Event, German Potential Leasing Company Amortization Event or Spanish Potential Leasing Company Amortization Event, as applicable.

“ Preference Certificates ” means the preferred equity note certificates issued by the Issuer on or about the Closing Date.

“ Preference Certificate Purchase Agreement ” means the purchase agreement relating to the Preference Certificates, dated on or about the Signing Date between the Issuer and Hertz Holdings Netherlands B.V.

“ Pre-VLCD Program Vehicle Depreciation Amount ” means, as of any date of determination, with respect to (a) any Lease Vehicle that was a Program Vehicle as of the Vehicle Lease Commencement Date with respect to such Lease Vehicle and was not, prior to such Vehicle Lease Commencement Date, leased by a FleetCo or any Affiliate thereof to the relevant OpCo or any Affiliate thereof, an amount equal to the excess, if any, of (i) the depreciation charges scheduled to accrue pursuant to the terms of the Manufacturer Program with respect to such Lease Vehicle, if any, prior to such Vehicle Lease Commencement Date over (ii) all payments in respect of clause (i) made by the applicable Lessees to the applicable FleetCo pursuant to Clause 4.7.1 of the applicable Master Lease or Clause 4.9 of the applicable Master Lease on or prior to such date and (b) any other Lease Vehicle, zero

“ Principal Amount ” means, as of any date of determination, the sum of the Class A Principal Amount and the Class B Principal Amount, in each case as of such date.

“ Principal Collection Account Amount ” means, as of any date of determination, the amount of cash on deposit in and Permitted Investments credited to the Issuer Principal Collection Account as of such date.

“ Principal Deficit Amount ” means, on any date of determination, the excess, if any, of (a) the Adjusted Principal Amount on such date over (b) the Issuer Aggregate Asset Amount on such date.

“ Pro Rata Share ” means, with respect to each Letter of Credit issued by any Letter of Credit Provider, as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount under such Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all Letters of Credit as of such date; provided, that solely for purposes of calculating the Pro Rata Share with respect to any Letter of Credit Provider as of any date, if the related Letter of Credit Provider has not complied with its obligation to pay the Trustee the amount of any draw under such Letter of Credit made prior to such date, the available amount under such Letter of Credit as of such date shall be treated as reduced (for calculation purposes only) by the amount of such unpaid demand and shall not be reinstated for purposes of such calculation unless and until the date as of which such Letter of Credit Provider has paid such amount to the Trustee and been reimbursed by Hertz for such amount (provided that the foregoing calculation shall not in any manner reduce a Letter of Credit Provider’s actual liability in respect of any failure to pay any demand under any of its Letters of Credit).

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“ Program Maximum Term ” means, as of any date of determination and with respect to any Lease Vehicle which is a Program Vehicle, the latest date determined based on the terms of the related Manufacturer Program, assuming compliance with all of the requirements of such Manufacturer Program, by which either (i) the Manufacturer/Dealer may become obliged to repurchase or guarantee the amount of disposition proceeds realized with respect to such Program Vehicle or (ii) the price at which the related Manufacturer/Dealer is obligated to repurchase such Lease Vehicle or the amount of disposition proceeds that is guaranteed by such Manufacturer/Dealer in respect of such Lease Vehicle in either case pursuant to such Manufacturer Program is first reduced by the passage of time.

“ Program Minimum Term ” means, as of any date of determination and with respect to any Lease Vehicle which is a Program Vehicle, the date determined based on the terms of the related Manufacturer Program, assuming compliance with all of the requirements of such Manufacturer Program, after which either (i) the Manufacturer/Dealer may become obliged to repurchase or guarantee the amount of disposition proceeds realized with respect to such Program Vehicle or (ii) the price at which the related Manufacturer/Dealer is obligated to repurchase such Lease Vehicle or the amount of disposition proceeds that is guaranteed by such Manufacturer/Dealer in respect of such Lease Vehicle in either case pursuant to such Manufacturer Program is first reduced by the passage of time.

“ Program Support Provider ” means a Class A Program Support Provider and/or a Class B Program Support Provider, as applicable.

“ 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 a Master Lease as of such date.

“ Program Vehicle Depreciation Assumption True-Up Amount ” means, as of any date of determination, with respect to:


(a)	any Lease Vehicle (x) that was a Program Vehicle as of the Vehicle Lease Commencement Date for such Lease Vehicle, and (y) to which an Estimation Period applied, during which one or more calendar months ended, and which Estimation Period has ended as of such date, an amount equal to:

(i)

an amount equal to the aggregate of all Base Rent that would have been paid with respect to such Lease Vehicle calculated utilizing the Depreciation Charge that would have been applicable to such Lease Vehicle pursuant to the Manufacturer Program related to such Lease Vehicle for the period during which such Initially Estimated Depreciation Charges were utilized, had such Depreciation Charge been known, or otherwise available, to the Servicer during such period; minus


(ii)	the aggregate of all Monthly Base Rent with respect to such Lease Vehicle paid or payable prior to such date calculated utilizing the Initially Estimated Depreciation Charges with respect to such Lease Vehicle; and


(b)	any other Lease Vehicle, zero.

“ Program Vehicle Special Default Payment Amount ” means, with respect to any Payment Date and any Lease Vehicle (a) that was a Program Vehicle on its Turnback Date and (b) with respect to which such Turnback Date occurred during the Related Month with respect to such Payment Date, an amount equal to the sum of the Excess Damage Charges and Excess Mileage Charges with respect to such Lease Vehicle, if any.

“ Public/Product Liability Cover ” has the meaning specified in Clause 5.1.2 of each Master Lease.

“ Qualifying Noteholder ” means, any person which is:

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(a)	a bank, within the meaning of section 246(1) TCA, which is carrying on a bona fide banking business in Ireland for the purposes of section 246(3)(a) TCA;

(b)

resident for the purposes of tax corresponding to Irish corporation tax in a jurisdiction (other than Ireland) that would not result in any Taxes being required to be withheld or deducted by the Issuer or German FleetCo, as the case may be, in relation to the relevant Issuer Note as a result of such person holding such Issuer Note and does not receive payments under the relevant Issuer Note in connection with a trade or business which is carried on in Ireland by it through a branch or agency;


(c)	a qualifying company within the meaning of section 110 of the TCA;


(d)	an exempt approved scheme within the meaning of section 774 TCA;


(e)	an investment undertaking within the meaning of section 739B TCA;


(f)	a company that is incorporated in the US and taxed in the US on its worldwide income provided that such US company does not provide its commitment in connection with a trade or business carried on by it in Ireland through a branch or agency; or

(g)

a US LLC where the ultimate recipients of the interest payable to such US LLC satisfy the requirements set out in paragraph (b) above and the business conducted through such US LLC is so structured for market reasons and not for tax avoidance purposes, provided that such US LLC does not provide its commitment in connection with a trade or business carried on by it in Ireland trough a branch or agency.

“ Rapid Amortization Period ” means the period beginning on the earlier to occur of (i) the close of business on the Business Day immediately preceding the Expected Final Payment Date and (ii) the close of business on the Business Day immediately preceding the day on which an Amortization Event has occurred with respect to the Issuer Notes, and ending upon the earlier to occur of (i) the date on which the Issuer Notes have been paid in full and (ii) the termination of the Issuer Facility Agreement.

“RCF Global Deed of Release” has the meaning specified in the Escrow Deed.

“Receivables Assignment Agreement 2010 ” means the receivables assignment agreement dated 30 June 2010 (as confirmed on 31 October 2014) entered into between Security Agent 2010 and German FleetCo in connection with the conclusion of a revolving facility agreement.

“ Receiver ” has the meaning set forth in clause 10.5 of the Issuer Security Trust Deed.

“ Redesignation to Non-Program Amount ” has the meaning specified in Clause 2.5(e) ( Program Vehicle to Non-Program Vehicle Redesignation Payments ) of each Master Lease.

“ Redesignation to Program Amount ” has the meaning specified in Clause 2.5(f) ( Non-Program Vehicle to Program Vehicle Redesignation Payments ) of each Master Lease.

“ Reference Banks ” means Credit Agricole Corporate and Investment Bank, Deutsche Bank AG, London Branch, HSBC France, Natixis, Royal Bank of Canada, London Branch, BNP Paribas S.A., Lloyds Bank Plc and Barclays Bank Plc or such other four (4) banks as the Issuer and the Administrative Agent each acting reasonably from time to time agree to appoint.

“ Reference Lender ” means, with respect to each Investor Group, the related Funding Agent or if such Funding Agent does not have a prime rate, an Affiliate thereof designated by such Funding Agent.

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“ Reference Rate ” means, with respect to any Interest Period, EURIBOR, as quoted at 10a.m. London time on the first day of the relevant Interest Period. If such rate is not available by 10.30 a.m. London time on such date, then the rate will be the arithmetic mean of the rates quoted by four of the Reference Banks to the relevant Funding Agent (and notified by it to the Issuer). The quotations will be for rates which such Reference Banks quoted or would have quoted at approximately 10.00 a.m., London time, on such date. If in respect of such date the rate for that date cannot be determined in accordance with the foregoing procedures then the rate will be the rate determined by the Funding Agent having regard to comparable indices then available. The rate so calculated or determined will be expressed as a percentage rate per annum and will be rounded up, if necessary, to the next higher one ten-thousandth of a percentage point (0.0001%).

“ Registrar ” means BNP Paribas Securities Services, Luxembourg Branch.

“ Regulatory Direction ” means, in relation to any person, a direction or requirement of any Governmental Authority with whose directions or requirements such person is accustomed to comply.

“ Rejected Vehicle ” has the meaning specified in Clause 2.1(e) ( Lease Vehicle Acceptance or Nonconforming Lease Vehicle Rejection ) of each Master Lease.

“ Rejection Date ” has the meaning specified in Clause 2.1(e) ( Lease Vehicle Acceptance or Nonconforming Lease Vehicle Rejection ) of each Master Lease.

“ Related Documents ” means each of the Issuer Related Documents and the FleetCo Related Documents.

“ Related Month ” means, with respect to any date of determination, the most recently ended calendar month.

“ Relevant DBRS Rating ” means, with respect to any Person as of any date of determination: (a) if such Person has both a long term issuer rating by DBRS and a senior unsecured rating by DBRS as of such date, then the higher of such two ratings as of such date and (b) if such Person has only one of a long term issuer rating by DBRS and a senior unsecured rating by DBRS as of such date, then such rating of such Person as of such date; provided that, if such Person does not have any of such ratings as of such date, then there shall be no Relevant DBRS Rating with respect to such Person as of such date.

“ Relevant Fitch Rating ” means, with respect to any Person, (a) if such Person has both a senior unsecured rating by Fitch and a long term issuer default rating by Fitch as of such date, then the higher of such two ratings as of such date, (b) if such Person has only one of a senior unsecured rating by Fitch and a long term issuer default rating by Fitch as of such date, then such rating of such Person as of such date; provided that, if such Person does not have any of such ratings as of such date, then there shall be no Relevant Fitch Rating with respect to such Person as of such date.

“ Relevant Jurisdiction ” means:


(a)	the Netherlands in respect of Dutch FleetCo, France in respect of French FleetCo, Spain in respect of Spanish FleetCo and Germany in respect of German FleetCo; and


(b)	in relation to any other party, its jurisdiction of incorporation.

“ Relevant Moody’s Rating ” means, with respect to any Person as of any date of determination, the highest of: (a) if such Person has a long term rating by Moody’s as of such date, then such rating as of such date, (b) if such Person has a senior unsecured rating by Moody’s as of such date, then such rating as of such date and (c) if such Person has a long term corporate family rating by Moody’s as of such date, then such rating as of such date; provided that, if such Person does not have any of such

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ratings as of such date, then there shall be no Relevant Moody’s Rating with respect to such Person as of such date.

“ Relevant Rating ” means, with respect to any Equivalent Rating Agency and any Person as of any date of determination, (a) with respect to Moody’s, the Relevant Moody’s Rating with respect to such Person as of such date, (b) with respect to Fitch, the Relevant Fitch Rating with respect to such Person as of such date and (c) with respect to S&P, the Relevant S&P Rating with respect to such Person as of such date.

“ Relevant S&P Rating ” means, with respect to any Person as of any date of determination, the long term local issuer rating by S&P of such Person as of such date; provided that, if such Person does not have a long term local issuer rating by S&P as of such date, then there shall be no Relevant S&P Rating with respect to such Person as of such date.

“ Remainder AAA Amount ” means, with respect to a FleetCo as of any date of determination, the excess, if any, of:


(a)	the relevant FleetCo Aggregate Asset Amount as of such date over


(b)	the sum of such FleetCo’s:


(i)	Eligible Investment Grade Program Vehicle Amount as of such date,


(ii)	Eligible Investment Grade Program Receivable Amount as of such date,


(iii)	Eligible Non-Investment Grade Program Vehicle Amount as of such date,


(iv)	Eligible Non-Investment Grade (High) Program Receivable Amount as of such date,


(v)	Eligible Non-Investment Grade (Low) Program Receivable Amount as of such date,


(vi)	Eligible Investment Grade Non-Program Vehicle Amount as of such date,


(vii)	Eligible Non-Investment Grade Non-Program Vehicle Amount as of such date,


(viii)	Due and Unpaid Lease Payment Amount as of such date, and


(ix)	Net VAT Receivables as of such date.

“ Rent ” means Base Rent and Monthly Variable Rent, collectively.

“ Rental Adjustment ” has the meaning specified in Clause 4 ( Rent and Lease Charges ) of the applicable Master Lease.

“ Replacement Issuer Back-Up Administrator ” has the meaning given to it in Clause 4.4(a) of the Issuer Back-Up Administration Agreement.

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

“ Repurchase Price ” with respect to any Program Vehicle:


(a)	subject to a Repurchase Program, means the price paid or payable by the Manufacturer thereof to repurchase such Program Vehicle pursuant to its Manufacturer Program; and

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(b)	subject to a Guaranteed Depreciation Program means the amount which the Manufacturer thereof guarantees will be paid to the seller of such Program Vehicle by such Manufacturer and/or the related auction dealers upon the disposition of such Program Vehicle pursuant to its Manufacturer Program.

“ Repurchase Program ” means a program pursuant to which a Manufacturer or one or more of its Affiliates has agreed to repurchase Vehicles manufactured by such Manufacturer or one or more of its Affiliates during the specified Repurchase Period.

“ Required Contractual Criteria ” means the contractual criteria applicable for each Vehicle Purchasing Agreement set out in Schedule 3 ( Required Contractual Criteria for Vehicle Purchase Agreements ) to each Master Lease.

“ Required Letter of Credit/Cash Liquid Enhancement Amount ” means, as of any date of determination, an amount equal to the product of (a) [*REDACTED*] and (b) the Adjusted Principal Amount as of such date.

“ Required Liquid Enhancement Amount ” means, as of any date of determination, an amount equal to the product of (a) [*REDACTED*] and (b) the Adjusted Principal Amount as of such date.

“ Required Noteholders ” means, so long as the Issuer Notes are Outstanding, as of any date of determination, Noteholders holding more than 50% of the Principal Amount.

“ Required Reserve Account Amount ” means with respect to any date of determination, an amount equal to the greater of:


(a)	the excess, if any, of


(i)	the Required Liquid Enhancement Amount over


(ii)	the sum of the Letter of Credit Amount and the Available Headroom Amount, in each case, as of such date,

excluding from the calculation of such excess the amount available to be drawn under any Defaulted Letter of Credit as of such date, and


(b)	the excess, if any, of:


(i)	the sum of the Adjusted Asset Coverage Threshold Amount and the Available Reserve Account Amount over


(ii)	the Issuer Aggregate Asset Amount, in each case as of such date.

“ Required Reserve Advance Amount ” means with respect to any date of determination, the excess, if any, of


(i)	the Required Liquid Enhancement Amount, as of such date, over


(ii)	the Adjusted Letter of Credit/Cash Liquid Enhancement Amount, as of such date.

“ Required Supermajority Noteholders ” means, as of any date of determination, (i) for so long as any Class A Notes are Outstanding, Class A Noteholders holding more than 66⅔% of the Class A Principal Amount and (ii) if no Class A Notes are Outstanding as of such date of determination, then Class B Noteholders holding more than 66⅔% of the Class B Principal Amount.

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“ Requirement of Law ” or “ Requirements of Law ” means, with respect to any Person or any of its property (other than its Subsidiaries), 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 (other than its Subsidiaries), 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 (other than its Subsidiaries) or to which such Person or any of its property (other than its Subsidiaries) is subject, whether national, state or local.

“ Reserve Account Collateral ” means the Issuer Account Collateral with respect to the Issuer Reserve Account.

“ Reserve Account Deficiency Amount ” means, as of any date of determination, the excess, if any, of the Required Reserve Account Amount for such date over the Available Reserve Account Amount for such date.

“ Reserve Account Interest Withdrawal Shortfall ” has the meaning specified in Clause 5.4(a) ( Issuer Reserve Account Withdrawals ) of the Issuer Facility Agreement.

“ Reserve Account Legal Final Withdrawal Shortfall ” has the meaning specified in Clause 5.4(c) ( Issuer Reserve Account Withdrawals ) of the Issuer Facility Agreement.

“ Reserve Account Principal Withdrawal Shortfall ” has the meaning specified in Clause 5.4(b) ( Issuer Reserve Account Withdrawals ) of the Issuer Facility Agreement.

“ Reserve Account Surplus” means, as of any date of determination, the excess, if any, of the Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date) over the Required Reserve Account Amount, in each case, as of such date.

“ Resigning Lessee ” has the meaning specified in Clause 26 ( Lessee Termination and Resignation ) of each Master Lease.

“ Retention Holder ” means Hertz Holdings Netherlands B.V..

“ Retention Requirement Law ” means (i) Part 5 of the European Union Capital Requirements Regulation (Regulation (EU) No 575/2013), Commission Delegated Regulation (EU) No 625/2014 of 13 March 2014 and Commission Implementing Regulation (EU) No 602/2014 of 4 June 2014; (ii) Clause 5 of European Union Commission Delegated Regulation (EU) No. 231/2013 of 19 December 2012; (iii) any guidelines or related documents published from time to time in relation thereto by the European Banking Authority or the European Securities and Markets Authority (or successor agency or authority) and adopted by the European Commission; and (iv) to the extent informing the interpretation of clauses (i) and (ii) above, the guidelines and related documents previously published in relation to the preceding risk retention legislation by the European Banking Authority (and/or its predecessor, the Committee of European Banking Supervisors) which continues to apply to the provisions of Part 5 of the Capital Requirements Regulation.

“ Revolving Period ” means the period from and including the Closing Date to the earlier of (i) the Commitment Termination Date and (ii) the commencement of the Rapid Amortization Period.

“ Risk Retention Letter ” means the risk retention letter entered into between the Issuer, the Retention Holder, Hertz and the Issuer Security Trustee on or about the Signing Date.

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

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“ Sale Agreement ” means a specific sale arrangement (not being a Manufacturer Program) between a FleetCo and a Manufacturer, Dealer or another FleetCo, as the case may be, pursuant to which such FleetCo purchases Vehicles.

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

“ Security ” 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 Vehicle 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.

“ Security Agent 2010 ” means Crédit Agricole Corporate and Investment Bank.

“ Security Trustee ” means any of the Issuer Security Trustee, the Dutch Security Trustee, the French Security Trustee, the German Security Trustee and the Spanish Security Trustee (and, any two or more of the foregoing together, the “ Security Trustees ”).

“ Senior Credit Facilities ” means Hertz’s (a) senior secured asset based revolving loan and term loan facility, provided under a credit agreement, dated as of June 30, 2016, among Hertz together with certain of Hertz’s subsidiaries, as borrower, the several banks and financial institutions from time to time party thereto, as lenders, Barclays Bank PLC, as administrative agent and collateral agent, Credit Agricole Corporate and Investment Bank, as syndication agent, and Bank of America, N.A., Bank of Montreal, BNP Paribas, Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Royal Bank of Canada, as co-documentation agents, and the other financial institutions party thereto from time to time, and (b) any successor or replacement revolving credit or term loan facility or facilities to the senior secured asset based revolving loan and term loan facility described in clause (a).

“ Senior Interest Waterfall Shortfall Amount ” means, with respect to any Payment Date, the excess, if any, of (a) the sum of the amounts payable (without taking into account availability of funds) pursuant to Clauses 5.3(a) through (d) ( Application of Funds in the Issuer Interest Collection Account ) of the Issuer Facility Agreement on such Payment Date over (b) the sum of (i) the Payment Date Available Interest Amount with respect to the Interest Period ending on such Payment Date and (ii) the aggregate amount of all deposits into the Issuer Interest Collection Account with proceeds of the Issuer Reserve Account, each Letter of Credit and each Issuer L/C Cash Collateral Account, in each case made since the immediately preceding Payment Date; provided that, the amount calculated pursuant to the preceding clause (b)(ii) shall be calculated on a pro forma basis and prior to giving effect to any withdrawals from the Issuer Principal Collection Account for deposit into the Issuer Interest Collection Account on such Payment Date.

“ Service Vehicle ” means any Vehicle which is not intended to be rented to a customer of OpCo as part of its daily rental business including, without limitation, Vehicles which are:


(a)	used by an OpCo for transportation of either its customers or vehicles; and


(b)	provided to employees in their personal activities or activities related to the rental business.

“ Servicer ” means each of the Dutch Servicer, the French Servicer, the German Servicer and/or the Spanish Servicer, as applicable.

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“ Servicer Default ” has the meaning specified in Clause 9.6 of each Master Lease.

“ Servicer Records ” has the meaning specified in Clause 6.7 ( Servicer Records and Servicer Reports ) of each Master Lease.

“ Servicer Report ” has the meaning specified in Clause 6.7 ( Servicer Records and Servicer Reports ) of each Master Lease.

“ Servicer Termination Event ” has the meaning specified in Clause 9.6 ( Servicer Termination ) of each Master Lease.

“ Servicer Termination Notice ” has the meaning specified in Clause 9.7 ( Action following Servicer Termination Event ) of each Master Lease.

“ Servicing Standard ” means servicing that is performed with the promptness, diligence and skill that a reasonably prudent Person would exercise in comparable circumstances and that:

(a)

taken as a whole (i) is usual and customary in the daily motor vehicle rental, fleet leasing and/or equipment rental or leasing industry or (ii) to the extent not usual and customary in any such industry, reflects changed circumstances, practices, technologies, tactics, strategies or implementation methods and, in each case, is behaviour that any Servicer or its Affiliates would undertake were such Servicer the owner of the Lease Vehicles and that would not reasonably be expected to have a Lease Material Adverse Effect with respect to the applicable Lessor;


(b)	with respect to any Lessor or any Lessee, would enable the applicable Servicer to cause such Lessor or such Lessee to comply in all material respects with all the duties and obligations of such Lessor or such Lessee, as applicable, under the applicable Master Lease; and


(c)	with respect to any Lessor or any Lessee, causes the applicable Servicer, such Lessor and/or such Lessee to remain in compliance with all Requirements of Law, except to the extent that failure to remain in such compliance would not reasonably be expected to result in a Lease Material Adverse Effect with respect to such Lessor.

“ Signing Date ” means 25 September 2018.

“ Spain Concentration Excess Amount ” means, as of any date of determination, the excess, if any, of the aggregate amount of the Spanish AAA Components as of such date over the Maximum Spanish AAA Amount as of such date, subject to the Concentration Excess Amount Calculation Convention.

“ Spain Concentration Limit ” means the percentage of FleetCo AAA Components which are Spanish AAA Components not exceeding [*REDACTED*] .

“ Specified Cost Clause ” means Clauses 3.5 ( Increased or Reduced Costs, etc .), 3.6 ( Funding Losses ), 3.7 ( Increased Capital Costs ) and/or 3.8 ( Taxes ) of the Issuer Facility Agreement.

“ Specified Office ” means, in relation to the Registrar or any FleetCo Registrar, any office notified in accordance with the Issuer Note Framework Agreement or the relevant FleetCo Note Framework Agreement, as applicable.

“ Subordinated Issuer Convertible Notes ” means the Notes (as defined in the Subordinated Issuer Convertible Notes Purchase Agreement).

“ Subordinated Issuer Convertible Notes Purchase Agreement ” means the subordinated notes purchase agreement relating to €100,000, 12.00 per cent. subordinated convertible notes issued by

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the Issuer, dated on or about the Signing Date between the Issuer and Hertz Holdings Netherlands B.V.

“ Subordinated Issuer Debt ” means:


(a)	the Subordinated Notes;


(b)	the Subordinated Issuer Convertible Notes; and


(c)	the Preference Certificates.

“ Subordinated Notes ” means a subordinated variable funding note issued by the Issuer in accordance with the Issuer Subordinated Facility Agreement.

“ Subordinated Noteholder ” means Hertz Holdings Netherlands B.V.

“ Subordinated Utilization Request ” has the meaning specified in Clause 1.1 of the Issuer Subordinated Facility Agreement.

“ Sub-Servicer ” has the meaning specified in Clause 6.6 ( Sub-Servicers ) of each Master Lease.

“ Subsidiary ” of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person or (ii) one or more Subsidiaries of such Person.

“ Supplement ” means a supplement to the Dutch Note Framework Agreement, French Facility Agreement, Spanish Note Framework Agreement or German Note Framework Agreement, as applicable, complying (to the extent applicable) with the terms of Clause 12 of the Dutch Note Framework Agreement, French Facility Agreement, Spanish Note Framework Agreement or German Note Framework Agreement, as applicable.

“ TARGET Day ” means a day on which the TARGET System is operating.

“ TARGET System ” means the Trans-European Automated Real-Time, Gross Settlement Express Transfer (TARGET) System or any successor thereto.

“ Tax ” or “ Taxes ” means any tax, levy, duty, impost, assessment or other charge of whatsoever nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“ Tax Authority ” means any government, state or municipality or any local, state, federal or other authority, body or official anywhere in the world exercising a fiscal, revenue, customs or excise function.

“ Tax Deduction ” means a deduction or withholding for or on account of Tax from a payment under the Related Documents.

“ Tax Deed of Covenant ” means the deed of covenant dated on or about the Signing Date entered into by, among others, the Issuer, the FleetCos, the OpCos, the Securitization Company Shareholders (as defined in the deed of covenant), the Subordinated Noteholders, the FCT, the FCT Management Company and the Issuer Security Trustee.

“ Term ” has the meaning specified in Clause 3.2 ( Term ) of each Master Lease.

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“ TCA ” means the Taxes Consolidation Act 1997 (as amended) of Ireland.

“ THC Guarantee and Indemnity ” means the guarantee and indemnity dated on or about the Signing Date granted by The Hertz Corporation to the Issuer Security Trustee.

“ Top Two Non-Investment Grade Manufacturers ” means, with respect to a FleetCo, the two Manufacturers designated as such by such FleetCo.

“ Transfer Date ” has the meaning specified in Clause 3.1 of the Issuer Back-Up Administration Agreement.

“ Transfer Notice ” has the meaning specified in Clause 3.1 of the Issuer Back-Up Administration Agreement.

“ Transferee Lessee ” has the meaning specified in Clause 2.2(b) ( Intra-Lease Transfers ) of each Master Lease.

“ Transferor Lessee ” has the meaning specified in Clause 2.2(b) ( Intra-Lease Transfers ) of each Master Lease.

“ Treasury Transaction ” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

“ Trust Indenture Act ” means the Trust Indenture Act of 1939, as amended.

“ Turnback Date ” means, with respect to any Lease Vehicle that is a Program Vehicle, the date on which such Lease Vehicle is accepted for return by a Manufacturer or its agent pursuant to its Manufacturer Program.

“ U.S. GAAP ” means generally accepted accounting principles in the United States of America, used in all calculations relating to Lease Vehicles.

“ US Risk Retention Rule ” means 17 C.F.R. Clause 246.

“ VAT ” means:


(a)	any tax imposed in compliance with (but subject to the derogations from) the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) and Sixth Council directive of 17 May 1977 on the harmonization of the laws of member states relating to turnover taxes-common system of value added tax: uniform basis of assessment (EC Directive 77/388); and


(b)	any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) or elsewhere.

“ VAT Payables ” in relation to each FleetCo means, at the time of calculation, and in relation to each VAT Week of that FleetCo, the aggregate on the Friday of the immediately preceding VAT Week of the output tax of that FleetCo attributable to that preceding VAT Week, including but not limited to amounts of output tax which relate to Vehicles sold and amounts not referable to the sales of Vehicles;

“ VAT Receivables ” in relation to each FleetCo means, at the time of calculation and in relation to each VAT Week of that FleetCo, the aggregate on the Friday of the immediately preceding VAT Week of amounts:


(a)	which constitute input tax of that FleetCo, including but not limited to amounts in respect of purchased Vehicles and amounts not referable to the purchases of Vehicles; and

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(b)	in respect of which that FleetCo is entitled to credit or repayment from the relevant Tax Authority; and


(c)	which that FleetCo has paid during the preceding VAT Week, provided that any such amount which appears in an invoice relating to (or which otherwise forms part of a greater amount payable by that FleetCo for) the purchase of a Vehicle by that FleetCo shall only be treated as paid for these purposes as and when the balance of that invoice (or the balance of that greater amount) is also paid.

“ VAT Week ” means the period of seven (7) days commencing on Monday and ending on Sunday.

“ Vehicle ” means a passenger automobile, van, minibus or light-duty truck.

“ Vehicle Concentration Excess Amount ” means, as of any date of determination, the sum of (i) the Spain Concentration Excess Amount as of such date, if any, (ii) the Non-Program Vehicle Concentration Excess Amount as of such date, if any, and (iii) the Light-Duty Truck Concentration Excess Amount as of such date, if any, subject to the Concentration Excess Amount Calculation Convention.

“ Vehicle Funding Date ” has the meaning specified in Clause 3.1(a) ( Vehicle Lease Commencement Date ) of each Master Lease.

“ Vehicle Lease Commencement Date ” has the meaning specified in Clause 3.1(a) ( Vehicle Lease Commencement Date ) of each Master Lease.

“ Vehicle Lease Expiration Date ” has the meaning specified in Clause 3.1(b) ( Vehicle Term for Lease Vehicles ) of each Master Lease.

“ Vehicle Purchasing Agreement ” means an agreement pursuant to which a FleetCo or German OpCo purchases Vehicles from a Manufacturer or Dealer including, without limitation, Manufacturer Programmes, Sale Agreements and New Sale and Repurchase Agreements.

“ Vehicle Term ” has the meaning specified in Clause 3.1(b) ( Vehicle Term for Lease Vehicles ) of each Master Lease.

“ VIN ” means vehicle identification number.

“ Voting Stock ” means, with respect to any Person, shares of Capital Stock entitled to vote generally in the election of directors to the board of directors or equivalent governing body of such Person.

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1.2 DUTCH DEFINITIONS

“ Dutch AAA Component ” means each of:


(a)	the Dutch Eligible Investment Grade Program Vehicle Amount;


(b)	the Dutch Eligible Investment Grade Program Receivable Amount;


(c)	the Dutch Eligible Non-Investment Grade Program Vehicle Amount;


(d)	the Dutch Eligible Non-Investment Grade (High) Program Receivable Amount;


(e)	the Dutch Eligible Non-Investment Grade (Low) Program Receivable Amount;


(f)	the Dutch Eligible Investment Grade Non-Program Vehicle Amount;


(g)	the Dutch Eligible Non-Investment Grade Non-Program Vehicle Amount;


(h)	the Eligible Due and Unpaid Lease Payment Amount under the Dutch Master Lease;


(i)	the Dutch Net VAT Receivables; and


(j)	the Remainder AAA Amount with respect to Dutch Fleetco.

“ Dutch AAA Select Component ” means each Dutch AAA Component other than the Eligible Due and Unpaid Lease Payment Amount.

“ Dutch Acceleration Notice ” has the meaning given to it in Sub-Clause 6.3 ( Dutch Acceleration Notice ) of the Dutch Security Trust Deed.

“ Dutch Account Bank ” means BNP Paribas, Netherlands Branch or, as the case may be, any other Acceptable Bank which would be subsequently appointed as Dutch Account Bank pursuant to the terms of the International Account Bank Agreement.

“ Dutch Account Mandates ” means the signature authorities relating to a Dutch Account, as amended from time to time in accordance with the International Account Bank Agreement.

“ Dutch Accounts ” means the accounts established and maintained in the name of Dutch FleetCo.

“ Dutch Administration Agreement ” means the Dutch administration agreement entered into between Dutch FleetCo, the Dutch Administrator and the Dutch Security Trustee dated on or about the Signing Date.

“ Dutch Administrator ” means Hertz Automobielen Nederland B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ), incorporated and existing under Dutch law, with its corporate seat in Amsterdam, the Netherlands, having its registered address at Siriusdreef 62, 2132 WT Hoofddorp, the Netherlands, registered with the Trade Register of the Chamber of Commerce under number 34049337.

“ Dutch Administrator Default ” has the meaning specified in Sub-Clause 9.2 ( Term of Agreement; Removal of Dutch Administrator ) of the Dutch Administration Agreement.

“ Dutch Advance ” has the meaning given to “Advance” in clause 2.3(a) of the Dutch Facility Agreement.

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“ Dutch Aggregate Asset Amount ” means, as of any date of determination, the amount equal to the sum of each of the following with respect to Dutch FleetCo:


(a)	the aggregate Net Book Value of all Dutch Eligible Vehicles as of such date;


(b)	the aggregate amount of all Dutch Manufacturer Receivables as of such date;


(c)	the Due and Unpaid Lease Payment Amount in respect of the Dutch Master Lease as of such date; and


(d)	the Dutch Net VAT Receivables as of such date.

“ Dutch Back-Up Administration Agreement ” means the Dutch back-up administration agreement entered into between Dutch FleetCo, the Dutch Administrator, the Dutch Back-Up Administrator and the Dutch Security Trustee dated on or about the Signing Date.

“ Dutch Back-Up Administrator ” means TMF SFS Management B.V.

“ Dutch Back-Up Servicing Fee ” has the meaning given to it in Sub-Clause 5.1(a) ( Compensation ) of the Dutch Back-Up Administration Agreement.

“ Dutch Bank Account Pledge Agreement ” means the public deed of pledge over credit rights arising from bank accounts entered into on or about the Signing Date between Dutch FleetCo as Pledgor and the Dutch Security Trustee.

“ Dutch Carrying Charges ” means, for any Payment Date, without duplication, the sum of:


(a)	the Dutch Monthly Servicing Fee payable by Dutch FleetCo to the Dutch Servicer pursuant to the Dutch Master Lease on such Payment Date;


(b)	all reasonable out-of-pocket costs and expenses of Dutch FleetCo incurred in connection with the Dutch Notes;


(c)	all fees, expenses and other amounts payable by Dutch FleetCo under the Dutch Related Documents;


(d)	any accrued Dutch Carrying Charges that remain unpaid as of the immediately preceding Payment Date (after giving effect to all distributions in respect of such Payment Date); and


(e)	the Dutch Percentage of the Carrying Charges.

“ Dutch Class A Adjusted Advance Rate ” means, as of any date of determination, with respect to any Dutch AAA Select Component, a percentage equal to the greater of (A) (i) the Dutch Class A Baseline Advance Rate for such Dutch AAA Select Component, minus (ii) the Class A Concentration Excess Advance Rate Adjustment for such Dutch AAA Select Component minus (iii) the Class A MTM/DT Advance Rate Adjustment for such Dutch AAA Select Component; and (B) zero.

“ Dutch Class A Baseline Advance Rate ” means, with respect to each Dutch AAA Select Component, the percentage set forth opposite such Dutch AAA Select Component in the following table:

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Dutch AAA Component	Dutch Class A Baseline Advance Rate
Dutch Eligible Investment Grade Program Vehicle Amount	[REDACTED]
Dutch Eligible Investment Grade Program Receivable Amount
Dutch Eligible Non-Investment Grade Program Vehicle Amount
Dutch Eligible Non-Investment Grade (High) Program Receivable Amount
Dutch Eligible Non-Investment Grade (Low) Program Receivable Amount
Dutch Eligible Investment Grade Non-Program Vehicle Amount
Dutch Eligible Non-Investment Grade Non-Program Vehicle Amount
Dutch Net VAT Receivables
Remainder AAA Amount

“ Dutch Class A Blended Advance Rate ” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Dutch Class A Blended Advance Rate Weighting Numerator and the denominator of which is the Dutch Class A Blended Advance Rate Weighting Denominator, in each case as of such date.

“ Dutch Class A Blended Advance Rate Weighting Denominator ” means, as of any date of determination, an amount equal to the sum of each Dutch AAA Select Component, in each case as of such date.

“ Dutch Class A Blended Advance Rate Weighting Numerator ” means, as of any date of determination, an amount equal to the sum of an amount with respect to each Dutch AAA Select Component equal to the product of such Dutch AAA Select Component and the Dutch Class A Adjusted Advance Rate with respect to such Dutch AAA Select Component, in each case as of such date.

“ Dutch Class B Adjusted Advance Rate ” means, as of any date of determination, with respect to any Dutch AAA Select Component, a percentage equal to the greater of (A) (i) the Dutch Class B Baseline Advance Rate for such Dutch AAA Select Component, minus (ii) the Class B Concentration Excess Advance Rate Adjustment for such Dutch AAA Select Component minus (iii) the Class B MTM/DT Advance Rate Adjustment for such Dutch AAA Select Component; and (B) zero.

“ Dutch Class B Baseline Advance Rate ” means, with respect to each Dutch AAA Select Component, the percentages agreed between the Issuer and the Class B Noteholders at the time the Class B Notes are first issued, which agreed percentages for the avoidance of doubt shall not require the consent of the Class A Noteholders.

“ Dutch Class B Blended Advance Rate ” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Dutch Class B Blended Advance Rate Weighting Numerator and the denominator of which is the Dutch Class B Blended Advance Rate Weighting Denominator, in each case as of such date.

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“ Dutch Class B Blended Advance Rate Weighting Denominator ” means, as of any date of determination, an amount equal to the sum of each Dutch AAA Select Component, in each case as of such date.

“ Dutch Class B Blended Advance Rate Weighting Numerator ” means, as of any date of determination, an amount equal to the sum of an amount with respect to each Dutch AAA Select Component equal to the product of such Dutch AAA Select Component and the Dutch Class B Adjusted Advance Rate with respect to such Dutch AAA Select Component, in each case as of such date.

“ Dutch Collateral ” means all of the assets which from time to time are, or are expressed to be, the subject of the Dutch Security.

“ Dutch Collection Account ” means the collection account in the name of Dutch FleetCo into which Dutch Collections shall be deposited.

“ Dutch Collections ” means all payments on or in respect of the Dutch Collateral.

“ Dutch Commitment Termination Date ” means 1 October 2048.

“ Dutch Daily Collection Report ” has the meaning specified in Sub-Clause 5.1(a) ( Daily Collection Reports ) of the Dutch Facility Agreement.

“ Dutch Daily Interest Allocation ” means, on each Dutch Deposit Date, an amount equal to the aggregate amount of Dutch Interest Collections deposited into the Dutch Transaction Account on such date.

“ Dutch Daily Interest Amount ” means, for any day in an Interest Period, an amount equal to the result of:


(a)	the product of (i) the Dutch Note Rate for such Interest Period and (ii) the Dutch Note Principal Amount as of the close of business on such date; divided by


(b)	30.

“ Dutch Daily Principal Allocation ” means, on each Dutch Deposit Date, an amount equal to the aggregate amount of Dutch Principal Collections deposited into the Dutch Transaction Account on such date.

“ Dutch Decrease ” has the meaning specified in Sub-Clause 2.4 ( Procedure for Decreasing the Dutch Note Principal Amount ) of the Dutch Facility Agreement.

“ Dutch Deed of Non-Possessory Pledge of Vehicles ” means the deed of non-possessory pledge of vehicles dated on or about the Signing Date, entered into by Dutch FleetCo as Pledgor in respect of the Dutch Vehicles and the Dutch Security Trustee.

Dutch Deed of Pledge of Receivables ” means the deed of pledge of receivables dated on or about the Signing Date, entered into by Dutch FleetCo as Pledgor and the Dutch Security Trustee.

“ Dutch Deposit Date ” has the meaning specified in Sub-Clause 7.1 ( Allocations with Respect to the Dutch Note ) of the Dutch Facility Agreement.

“ Dutch Eligible Investment Grade Non-Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value as of such date of each Investment Grade Non-Program Vehicle owned by Dutch FleetCo in respect of the Dutch Vehicles for which the Disposition Date has not occurred as of such date.

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“ Dutch Eligible Investment Grade Program Receivable Amount ” means, as of any date of determination, the sum of all Eligible Manufacturer Receivables payable to Dutch FleetCo in respect of the Dutch Vehicles, as of such date by all Investment Grade Manufacturers.

“ Dutch Eligible Investment Grade Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value as of such date of each Investment Grade Program Vehicle owned by Dutch FleetCo in respect of the Dutch Vehicles for which the Disposition Date has not occurred as of such date.

“ Dutch Eligible Non-Investment Grade (High) Program Receivable Amount ” means, as of any date of determination, the sum of all Eligible Manufacturer Receivables payable to Dutch FleetCo in respect of the Dutch Vehicles, as of such date by all Non-Investment Grade (High) Manufacturers.

“ Dutch Eligible Non-Investment Grade (Low) Program Receivable Amount ” means, as of any date of determination, the sum of all Manufacturer Receivables payable to Dutch FleetCo in respect of the Dutch Vehicles, as of such date by all Non-Investment Grade (Low) Manufacturers.

“ Dutch Eligible Non-Investment Grade Non-Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value of each Non-Investment Grade Non-Program Vehicle owned by Dutch FleetCo in respect of the Dutch Vehicles for which the Disposition Date has not occurred as of such date.

“ Dutch Eligible Non-Investment Grade Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value as of such date of each Non-Investment Grade (High) Program Vehicle and each Non-Investment Grade (Low) Program Vehicle, in each case, owned by Dutch FleetCo in respect of the Dutch Vehicles and for which the Disposition Date has not occurred as of such date.

“ Dutch Eligible Vehicles ” means the Eligible Vehicles owned by Dutch FleetCo in respect of the Dutch Vehicles.

“ Dutch Enforcement Notice ” has the meaning specified in Sub-Clause 6.1 ( Dutch Enforcement Notice ) of the Dutch Security Trust Deed.

“ Dutch Facility Agreement ” means the VFN issuance facility agreement entered into between Dutch FleetCo, the Dutch Noteholder and the Dutch Security Trustee dated on or about the Signing Date.

“ Dutch FleetCo ” means Stuurgroep Fleet (Netherlands) B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) under the laws of the Netherlands, having its official seat in Amsterdam, the Netherlands, and its office at Siriusdreef 62, 2132 WT Hoofddorp, the Netherlands, registered with the Trade Register of the Dutch Chamber of Commerce under number 34275100.

“ Dutch FleetCo Corporate Services Agreement ” means the corporate services agreement between Dutch FleetCo and the Dutch FleetCo Corporate Services Provider dated on or about the Signing Date.

“ Dutch FleetCo Corporate Services Fee Letter ” has the meaning given to it in Sub-Clause 1.1 of the Dutch FleetCo Corporate Services Agreement.

“ Dutch FleetCo Corporate Services Provider ” means Intertrust Management B.V.

“ Dutch Initial Principal Amount ” means €101,650,000.00.

“ Dutch Interest Collections ” means on any date of determination, all Dutch Collections which represent payments of Monthly Variable Rent under the Dutch Master Lease plus any amounts earned

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on Permitted Investments in the Dutch Collection Account that are available for distribution on such date.

“Dutch Leasing Company Amortization Event” has the meaning given to it in Sub-Clause 10.1 of the Dutch Facility Agreement.

“ Dutch Legal Final Payment Date ” means the one-year anniversary of the Dutch Commitment Termination Date.

“ Dutch Liquidation Co-ordination Agreement ” means the liquidation co-ordination agreement entered into between (among others) Dutch FleetCo, the Dutch Liquidation Co-ordinator and the Dutch Security Trustee dated on or about the Signing Date.

“ Dutch Liquidation Co-ordinator ” means KPMG LLP.

“ Dutch Manufacturer Receivables ” means the Manufacturer Receivables owing to Dutch FleetCo in respect of Dutch Vehicles only.

“ Dutch Master Lease ” means the Dutch Master Lease and Servicing Agreement, dated on or about the Signing Date between, among others, Dutch FleetCo, as lessor thereunder and Dutch OpCo, as lessee and servicer.

“ Dutch Master Lease Payment Default ” means the occurrence of any event described in Sub-Clause 9.1.1 of the Dutch Master Lease.

“ Dutch Maximum Principal Amount ” means €125,000,000, as such amount may be increased or reduced from time to time pursuant to written agreement between the Dutch Noteholder and Dutch FleetCo, provided that no such reduction shall cause the Dutch Maximum Principal Amount to be less than the Dutch Note Principal Amount.

“ Dutch Minimum Profit Amount ” means, on an annual basis, an amount equal to five per cent. (5%) of Dutch Servicing Fee payable under the Dutch Master Lease as the local GAAP profit before tax.

“ Dutch Monthly Administration Fee ” has the meaning specified in Clause 4 ( Compensation ) of the Dutch Administration Agreement.

“ Dutch Monthly Collateral Certificate ” has the meaning specified in Sub-Clause 5.1(d) ( Dutch Monthly Collateral Certificate ) of the Dutch Facility Agreement.

“ Dutch Monthly Interest ” means, with respect to any Payment Date, an amount equal to the sum of:


(a)	the Dutch Daily Interest Amount for each day in the Interest Period related to such Payment Date; plus


(b)	all previously due and unpaid amounts described in paragraph (a) with respect to prior Interest Periods (together with interest on such unpaid amounts required to be paid in this paragraph (b) at the Dutch Note Rate).

“ Dutch Monthly Servicing Certificate ” has the meaning specified in Sub-Clause 5.1(c) ( Monthly Servicing Certificate ) of the Dutch Facility Agreement.

“ Dutch Monthly Servicing Fee ” has the meaning specified in Clause 6.6 ( Servicer’s Monthly Fee ) of the Dutch Master Lease.

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“ Dutch Note Framework Agreement ” means the note framework agreement entered into between Dutch FleetCo and the Dutch Security Trustee dated on or about the Signing Date.

“ Dutch Net VAT Receivables ” means the Net VAT Receivables owing to Dutch FleetCo.

“ Dutch Note Principal Amount ” means, when used with respect to any date, an amount equal to the result of: (i) the Dutch Initial Principal Amount, plus (ii) the principal amount of the portion of all Dutch Advances funded by the Dutch Noteholder on or prior to such date, minus (iii) the amount of principal payments (whether pursuant to a Dutch Decrease, a redemption or otherwise) made to such Dutch Noteholder pursuant to the Dutch Facility Agreement.

“ Dutch Note Rate ” means, for any Interest Period, the rate, as determined by the Issuer in its reasonable discretion, reflecting (i) the Dutch Percentage of the Carrying Charges payable by the Issuer for such Interest Period and (ii) the proportion of interest costs by the Issuer for such Interest Period attributable to Dutch FleetCo (based on the Dutch Class A Blended Advance Rate).

“ Dutch Note Register ” has the meaning specified in Sub-Clause 2.6 ( Dutch Note Register ) of the Dutch Note Framework Agreement.

“ Dutch Note Repurchase Amount ” means, as of any date of determination, the sum of the Dutch Note Principal Amount plus all accrued and unpaid interest thereon and any fees in respect thereof then due and payable to the Dutch Noteholder.

“ Dutch Noteholder ” means the Issuer.

“ Dutch Notes ” means each variable funding rental car asset backed note issued by Dutch FleetCo pursuant to and in accordance with the Dutch Note Framework Agreement and the Dutch Facility Agreement.

“ Dutch OpCo ” means Hertz Automobielen Nederland B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ), incorporated and existing under Dutch law, with its corporate seat in Amsterdam, the Netherlands, having its registered address at Siriusdreef 62, 2132 WT Hoofddorp, the Netherlands, registered with the Trade Register of the Dutch Chamber of Commerce under number 34049337.

“ Dutch Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Dutch Note Principal Amount as of such date and the denominator of which is the sum of the Dutch Note Principal Amount, the French Facility Principal Amount, the German Note Principal Amount and the Spanish Note Principal Amount, in each case as of such date.

“ Dutch Potential Leasing Company Amortization Event ” means any occurrence or event that, with the giving of notice, the passage of time or both, would constitute a Dutch Leasing Company Amortization Event.

“ Dutch Predecessor Administrator Work Product ” has the meaning given to it in Sub-Clause 5.4 ( Reliance on Prior Work Product ) of the Dutch Back-Up Administration Agreement.

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

“ Dutch Priority of Payments ” means the priority of payments applicable to the payments owed by Dutch FleetCo under the Dutch Related Documents set out in Sub-Clauses 7.4 ( Application of Dutch Interest Collections ) and 7.5 ( Application of Dutch Principal Collections ) of the Dutch Facility Agreement.

“ Dutch Qualifying Noteholder ” means:

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(a)	a holder of Dutch Notes to which a payment under this Agreement and the Note can be made without a Tax Deduction imposed by the Netherlands based on Dutch domestic law; or


(b)	a Dutch Treaty Noteholder.

“ Dutch Registrar ” means the Dutch Administrator.

“ Dutch Related Document Actions ” has the meaning specified in Sub-Clause 9.23(c) ( Actions under the Dutch Related Documents and Manufacturer Programs ) of the Dutch Facility Agreement.

“ Dutch Related Documents ” means, collectively, the Dutch Facility Agreement, the Dutch FleetCo Corporate Services Fee Letter, the Dutch FleetCo Corporate Services Agreement, the Dutch Note Framework Agreement, the Dutch Administration Agreement, the Dutch Back-Up Administration Agreement, the Dutch Liquidation Co-ordination Agreement, the Dutch Security Documents, the Dutch Master Lease, the Tax Deed of Covenant and any other agreements relating to the issuance or the purchase of the Dutch Notes.

“ Dutch Repeating Representations ” means the representations and warranties of Dutch FleetCo set out in Clause 8 ( Representations and Warranties ) of the Dutch Facility Agreement save for: (i) Sub-Clause 8.3 ( No Consent ); (ii) Sub-Clause 8.12 ( Ownership of Limited Liability Company Interests ); (iii) Sub-Clause 8.20 ( Stamp Taxes ); (iv) Sub-Clause 8.21 ( Capitalisation ); (v) Sub-Clause 8.22 ( No Distributions ); and (vi) Sub-Clause 8.23 ( Beneficial Owner ).

“ Dutch Repurchase Date ” has the meaning specified in Sub-Clause 11.1 ( Optional Redemption of the Dutch Note ) of the Dutch Facility Agreement.

“ Dutch Secured Obligations ” means the aggregate of Dutch FleetCo’s Indebtedness, liabilities and obligations which are now or may at any time hereafter be due, owing or incurred in any manner whatsoever to the Dutch Secured Parties:


(a)	whether actually or contingently; or


(b)	whether presently due or falling due at some future time,

arising under the Dutch Related Documents and the Dutch Note, whether solely or jointly with another person, whether as principal or surely and whether or not the Dutch Secured Parties shall have been an original party to the relevant transaction and in whatever currency denominated.

“ Dutch Secured Party ” means each of the Parties listed at Schedule 1 ( Dutch Secured Parties ) to the Dutch Security Trust Deed.

“ Dutch Security ” means the security interests granted to the Dutch Security Trustee pursuant to the Dutch Security Documents.

“ Dutch Security Documents ” means the Dutch Security Trust Deed, Dutch Deed of Non-Possessory Pledge of Vehicles, the Dutch Deed of Pledge of Receivables and the Dutch Shares Pledge.

“ Dutch Security Trust Deed ” means the security trust deed dated on or about the Signing Date entered into between the Issuer Security Trustee, the Dutch Security Trustee, Dutch FleetCo and the Dutch Secured Parties named therein.

“ Dutch Security Trustee ” means BNP Paribas Trust Corporation UK Limited.

“ Dutch Servicer ” means Hertz Automobielen Nederland B.V., in its capacity as servicer under the Dutch Master Lease.

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“ Dutch Servicing Fee ” means €240,000 per annum or such other adjusted amount notified to the Lessor and the Dutch Security Trustee by the Dutch Servicer based on the reasonable costs and expenses incurred in connection with the provision of services in accordance with the Dutch Master Lease.

“ Dutch Shares Pledge ” means the deed of pledge of registered shares of Dutch FleetCo dated on or about the Closing Date, entered into by Dutch FleetCo, Stuurgroep Holland B.V. and the Dutch Security Trustee.

“ Dutch Supplemental Documents ” means the Lease Vehicle Acquisition Schedules, the Intra-Lease Lessee Transfer Schedules and any other related documents attached to the Dutch Master Lease, in each case solely to the extent to which such schedules and documents relate to Lease Vehicles or otherwise relate to and/or constitute Dutch Collateral.

“ Dutch Transaction Account ” means the transaction account in the name of Dutch FleetCo from which withdrawals are made in accordance with Clause 7 ( Applications and Distributions ) of the Dutch Facility Agreement.

“ Dutch Transfer Date ” has the meaning specified in Sub-Clause 3.1 ( Transfer of Administrative Obligations ) of the Dutch Back-Up Administration Agreement.

“ Dutch Treaty Noteholder ” means a holder of Dutch Notes which:


(a)	is treated as a resident of a Treaty State for the purposes of the Treaty;


(b)	does not carry on a business in the Netherlands through a permanent establishment with which that holder’s participation in the Dutch Note is effectively connected; and


(c)	fulfils any conditions which must be fulfilled under the double taxation agreement for residents of that Treaty State to obtain full exemption from tax imposed by the Netherlands on interest payable to that holder in respect of an advance under this Agreement and the Dutch Note.

“ Dutch Vehicle Documents ” means the registration documents (including, without limitation, the ascription code ( tenaamstellingscode )), keys and spare keys to the Dutch Vehicles.

“ Dutch Vehicles ” means all Vehicles owned by Dutch FleetCo and which are leased pursuant to the Dutch Master Lease (which, for the avoidance of doubt, excludes any Spanish Vehicles).

“ RDW ” means the Netherlands Vehicle Authority ( Rijksdienst voor het Wegverkeer ).

“ RDW Register ” means the register referred to in article 42 of the Act on the Traffic Regulations ( Wegenverkeerswet 1994 ).

“ RTL Agreement ” has the meaning given in Sub-Clause 5.1.5(b)(ii) of the Dutch Master Lease.

“ RTL Register ” means the Register Tenaamstelling Leasemaatschappijen , the secondary register maintained by the RDW.

“ Treaty State ” means a jurisdiction having a double taxation agreement (a “ Treaty ”) with the Netherlands which makes provision for full exemption from a tax imposed by the Netherlands on interest.

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1.3 FRENCH DEFINITIONS

“ AMF ” means the Autorité des Marchés Financiers .

“ FCT ” means the French mutual securitisation fund ( fonds commun de titrisation ) named FCT Yellow Car, established by the FCT Management Company and BNP Paribas S.A. (in its capacity as initial custodian of the FCT) on the FCT Establishment Date.

“ FCT Account ” means the segregated EUR denominated bank account opened with the FCT Account Bank in the name of the FCT, the details of which are set out in Sub-Clause 4.2 ( Opening and Identification of the FCT Account ) of the FCT Account Bank Agreement.

“ FCT Account Bank ” means BNP Paribas Securities Services or, as the case may be, any other Acceptable Bank which would be subsequently appointed as FCT Account Bank pursuant to the terms of the FCT Regulations and the FCT Account Bank Agreement.

“ FCT Account Bank Agreement ” means the account bank agreement relating to the FCT Account entered into between the FCT and the FCT Account Bank on or about the Signing Date.

“ FCT Account Bank Termination Event ” has the meaning set out in Sub-Clause 8.4 ( Termination of Appointment ) of the FCT Account Bank Agreement.

“ FCT Available Cash ” has the meaning ascribed to it in Clause 12 ( The Assets of the FCT ) of the FCT Regulations.

“ FCT Commitment Termination Date ” means 1 October 2048.

“ FCT Custodian ” means BNP Paribas Securities Services, in its capacity as custodian ( dépositaire ) of the assets of the FCT pursuant to the FCT Regulations or, as the case may be, any other institution which would be subsequently appointed as custodian in accordance with the terms of the FCT Regulations.

“ FCT Establishment Date ” has the meaning given to it in Recital A of the FCT Regulations.

“ FCT Financing Fee ” has the meaning given to it in Clause 26 ( FCT Fees ) of the FCT Regulations.

“ FCT Increase Request ” has the meaning given to it in Sub-Clause 5.1 ( FCT Increase Requests ) of the FCT Note Purchase Agreement.

“ FCT Management Company ” means Eurotitrisation , a société anonyme incorporated under the laws of France, duly licensed as a portfolio management company ( société de gestion de portefeuille ) under number GP 14000029 authorized to manage alternative investment funds, having its registered office at 12, rue James Watt 93200, Saint-Denis, France, registered with the Trade and Companies Registry of Bobigny ( Registre du Commerce et des Societes de Bobigny ) under number B 352 458 368 or, as the case may be, any other institution which would be subsequently appointed as management company in accordance with the terms of the FCT Regulations.

“ FCT Management Company Covenants ” has the meaning given to it in Clause 14 ( FCT Management Company Covenants ) of the FCT Note Purchase Agreement.

“ FCT Management Company Representations ” has the meaning given to it in Sub-Clause 13.1 ( FCT Management Company Representations and Warranties ) of the FCT Note Purchase Agreement.

“ FCT Minimum Required Selling Price ” means, on any date of determination, the purchase price payable to the FCT by any acquirer of the French Facility Receivables which provides the FCT with sufficient funds, together with the FCT’s temporarily available cash (if any), to pay, on any date of

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determination, all amounts due in respect of principal, interest and other amounts due to the FCT Noteholder and the holders of FCT Residual Units and repay, on any date of determination, all sums due by the FCT under the French Related Documents to which the FCT is a party.

“ FCT Note ” means the variable funding note issued on the Closing Date by the FCT to the Issuer as FCT Noteholder pursuant to the FCT Note Purchase Agreement.

“ FCT Noteholder ” means, with respect to the FCT Note, the Issuer or such subsequent holder of the FCT Note in whose name such FCT Note is registered in the FCT Register.

“ FCT Noteholder Available Commitment ” means, on any date of determination, the FCT Noteholder Total Commitment minus the FCT Principal Amount Outstanding as at such date.

“ FCT Noteholder Representations ” has the meaning given to it in Sub-Clause 13.2 ( The FCT Noteholder Representations and Warranties ) of the FCT Note Purchase Agreement.

“ FCT Noteholder Total Commitment ” means an amount equal to the figure set out opposite the FCT Noteholder’s name in Schedule 7 ( Commitment ) to the FCT Note Purchase Agreement, as such amount may be increased or decreased from time to time in accordance with clause 3 ( Increase and Decrease in FCT Noteholder Commitments ) of the FCT Note Purchase Agreement.

“ FCT Note Conditions ” means, the conditions of the FCT Note as set out in Schedule 2 ( FCT Note Conditions ) of the FCT Note Purchase Agreement, as the same may from time to time be modified in accordance with the provisions of the FCT Note Purchase Agreement and the FCT Regulations.

“ FCT Note Increase ” means, with respect to any requested increase of the FCT Principal Amount Outstanding, the amount made available by the Issuer to the FCT in accordance with Sub-Clause 5.1 ( FCT Increase Requests ) of the FCT Note Purchase Agreement.

“ FCT Note Purchase Agreement ” means the note purchase agreement in respect of the FCT Note entered into on or about the Signing Date between, inter alios , the Issuer (as Noteholder) and the FCT Management Company representing the FCT.

“ FCT Note Rate ” means, for any Interest Period, the rate, as determined by the Issuer in its reasonable discretion, reflecting (i) the French Percentage of the Carrying Charges payable by the Issuer for such Interest Period and (ii) the proportion of interest costs by the Issuer for such Interest Period attributable to French FleetCo (based on the French Class A Blended Advance Rate).

“ FCT Parties ” means the FCT Management Company, the FCT Custodian and the FCT Servicer.

“ FCT Paying Agency Agreement ” means the paying agency agreement entered into on or about the Signing Date between, inter alios , the FCT and BNP Paribas Securities Services as FCT Paying Agent.

“ FCT Paying Agent ” has the meaning given to it in the FCT Paying Agency Agreement.

“ FCT Principal Amount Outstanding ” means, on any day, in connection with the FCT Note Purchase Agreement, the initial principal amount of the FCT Note plus the aggregate amount of any FCT Note Increases less the aggregate amount of any redemptions of the FCT Note made or to be made by the FCT, in each case on or prior to that day (as such amount may be written up or down in the FCT Register by the FCT Registrar from time to time, where such adjustments are made in order to reflect any FCT Note Increases or redemptions of the FCT Note).

“ FCT Priority of Payments ” means the priority order of payments specified in Clause 23 ( Priority of Payments ) of the FCT Regulations.

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“ FCT Register ” has the meaning given to it in Sub-Clause 17.1 ( FCT Register of the FCT Note ) of the FCT Note Purchase Agreement.

“ FCT Registrar ” means BNP Paribas Securities Services.

“ FCT Regulations ” means the regulations governing the FCT initially entered into between the FCT Management Company and BNP Paribas S.A. (in its capacity as initial custodian of the FCT) on 10 June 2008 in accordance with Articles L. 214-24, I.- and II.-, L.214-166-1 to L. 214-175, L.214-175-1 to L.214-175-7, L. 214-180 to L. 214-186, L. 231-7 and R.214-217 to D.214-240 of the French Code monétaire et financier as amended and/or supplemented from time to time, including as amended and restated on or about the Effective Time, and as from the Effective Time, the custodian shall be BNP Paribas Securities Services.

“ FCT Residual Units ” mean one hundred (100) residual units issued by the FCT on 24 July 2008 which are held as follows on the Signing Date: ninety-nine (99) by the Issuer and one (1) by Hertz Holdings Netherlands B.V.

“ FCT Servicer ” means the French Lender or such subsequent servicer which may be appointed as servicer of the FCT by the FCT Management Company pursuant to the relevant terms of the FCT Transfer and Servicing Agreement.

“ FCT Statutory Auditor ” means Deloitte, in its capacity as statutory auditor of the FCT pursuant to the FCT Regulations or, as the case may be, any other institution which would be subsequently appointed as statutory auditor in accordance with the terms of the FCT Regulations.

“ FCT Transfer and Servicing Agreement ” means the transfer and servicing agreement entered into between the FCT Management Company, the French Security Trustee, the FCT Custodian and the FCT Servicer on or about the Signing Date as amended and/or supplemented from time to time.

“ FCT Transfer Deed ” means the transfer deed ( acte de cession de créances ) in the form of the schedule to the FCT Transfer and Servicing Agreement, to be delivered on the Closing Date by the French Lender to the FCT Management Company, acting in the name and on behalf of the FCT in accordance with the relevant provisions of the FCT Transfer and Servicing Agreement.

“ French AAA Component ” means each of:


(a)	the French Eligible Investment Grade Program Vehicle Amount;


(b)	the French Eligible Investment Grade Program Receivable Amount;


(c)	the French Eligible Non-Investment Grade Program Vehicle Amount;


(d)	the French Eligible Non-Investment Grade (High) Program Receivable Amount;


(e)	the French Eligible Non-Investment Grade (Low) Program Receivable Amount;


(f)	the French Eligible Investment Grade Non-Program Vehicle Amount;


(g)	the French Eligible Non-Investment Grade Non-Program Vehicle Amount;


(h)	the Eligible Due and Unpaid Lease Payment Amount under the French Master Lease;


(i)	the French Net VAT Receivables; and


(j)	the Remainder AAA Amount with respect to French FleetCo.

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“ French AAA Select Component ” means each French AAA Component other than the Eligible Due and Unpaid Lease Payment Amount.

“ French Acceleration Notice ” has the meaning given to it in Sub-Clause 6.3 ( French Acceleration Notice ) of the French Security Trust Deed.

“ French Account Bank ” means BNP Paribas S.A. or, as the case may be, any other Acceptable Bank which would be subsequently appointed as French Account Bank pursuant to the terms of the French Account Bank Agreement.

“ French Account Bank Agreement ” means the account bank agreement entered into by French FleetCo, the French Account Bank, the French Security Trustee and the French Administrator on or about the Signing Date.

“ French Account Mandates ” means the signature authorities relating to a French Account, as amended from time to time in accordance with the French Account Bank Agreement.

“ French Accounts ” means the accounts established and maintained in the name of French FleetCo.

“ French Administration Agreement ” means the French administration agreement entered into between French FleetCo, the French Administrator and the French Security Trustee dated on or about the Signing Date.

“ French Administrator ” means Hertz France S.A.S., a company incorporated as a société par actions simplifiée under the laws of France, registered with the Commercial and Company Registry of Versailles under number 377839667, whose registered office is at 1/3 avenue Westphalie, Immeuble Futura 3, 78180 Montigny Le Bretonneux, France.

“ French Administrator Default ” has the meaning specified in Sub-Clause 9.2 ( Term of Agreement; Removal of French Administrator ) of the French Administration Agreement.

“ French Administrator Termination Notice ” has the meaning given to it in Sub-Clause 1.3 ( French Back-Up Administrator ) of the French Account Bank Agreement.

“ French Aggregate Asset Amount ” means, as of any date of determination, the amount equal to the sum of each of the following with respect to French FleetCo:


(a)	the aggregate Net Book Value of all French Eligible Vehicles as of such date;


(b)	the aggregate amount of all French Manufacturer Receivables as of such date;


(c)	the Due and Unpaid Lease Payment Amount in respect of the French Master Lease as of such date; and


(d)	the French Net VAT Receivables as of such date.

“ French Back-Up Administration Agreement ” means the French back-up administration agreement entered into between French FleetCo, the French Administrator, the French Back-Up Administrator and the French Security Trustee dated on or about the Signing Date.

“ French Back-Up Administrator ” means TMF SFS Management B.V..

“ French Back-Up Servicing Fee ” has the meaning given to it in Sub-Clause 5.1(a) ( Compensation ) of the French Back-Up Administration Agreement.

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“ French Bank Account Pledge Agreement ” means the French bank account pledge agreement entered into on or about the Signing Date between French FleetCo as Pledgor and the French Security Trustee.

“ French Carrying Charges ” means, for any Payment Date, without duplication, the sum of:


(a)	the French Monthly Servicing Fee payable by French FleetCo to the French Servicer pursuant to the French Master Lease on such Payment Date;


(b)	all reasonable out-of-pocket costs and expenses of French FleetCo incurred in connection with the French Facility;


(c)	all fees, expenses and other amounts payable by French FleetCo under the French Related Documents (including for the avoidance of doubt the FCT Financing Fee);


(d)	any accrued French Carrying Charges that remain unpaid as of the immediately preceding Payment Date (after giving effect to all distributions in respect of such Payment Date); and


(e)	the French Percentage of the Carrying Charges (provided that the Issuer has delivered an invoice to French FleetCo in respect of such Carrying Charges).

“ French Class A Adjusted Advance Rate ” means, as of any date of determination, with respect to any French AAA Select Component, a percentage equal to the greater of (A) (i) the French Class A Baseline Advance Rate for such French AAA Component, minus (ii) the Class A Concentration Excess Advance Rate Adjustment for such French AAA Select Component minus (iii) the Class A MTM/DT Advance Rate Adjustment for such French AAA Select Component; and (B) zero.

“ French Class A Baseline Advance Rate ” means, with respect to each French AAA Select Component, the percentage set forth opposite such French AAA Select Component in the following table:



French AAA Component	French Class A Baseline Advance Rate
French Eligible Investment Grade Program Vehicle Amount	[REDACTED]
French Eligible Investment Grade Program Receivable Amount
French Eligible Non-Investment Grade Program Vehicle Amount
French Eligible Non-Investment Grade (High) Program Receivable Amount
French Eligible Non-Investment Grade (Low) Program Receivable Amount
French Eligible Investment Grade Non-Program Vehicle Amount
French Eligible Non-Investment Grade Non-Program Vehicle Amount
French Net VAT Receivables
Remainder AAA Amount

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“ French Class A Blended Advance Rate ” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the French Class A Blended Advance Rate Weighting Numerator and the denominator of which is the French Class A Blended Advance Rate Weighting Denominator, in each case as of such date.

“ French Class A Blended Advance Rate Weighting Denominator ” means, as of any date of determination, an amount equal to the sum of each French AAA Select Component, in each case as of such date.

“ French Class A Blended Advance Rate Weighting Numerator ” means, as of any date of determination, an amount equal to the sum of an amount with respect to each French AAA Select Component equal to the product of such French AAA Select Component and the French Class A Adjusted Advance Rate with respect to such French AAA Select Component, in each case as of such date.

“ French Class B Adjusted Advance Rate ” means, as of any date of determination, with respect to any French AAA Select Component, a percentage equal to the greater of (A) (i) the French Class B Baseline Advance Rate for such French AAA Component, minus (ii) the Class B Concentration Excess Advance Rate Adjustment for such French AAA Select Component minus (iii) the Class B MTM/DT Advance Rate Adjustment for such French AAA Select Component; and (B) zero.

“ French Class B Baseline Advance Rate ” means, with respect to each French AAA Select Component, the percentages agreed between the Issuer and the Class B Noteholders at the time the Class B Notes are first issued, which agreed percentages for the avoidance of doubt shall not require the consent of the Class A Noteholders.

“ French Class B Blended Advance Rate ” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the French Class B Blended Advance Rate Weighting Numerator and the denominator of which is the French Class B Blended Advance Rate Weighting Denominator, in each case as of such date.

“ French Class B Blended Advance Rate Weighting Denominator ” means, as of any date of determination, an amount equal to the sum of each French AAA Select Component, in each case as of such date.

“ French Class B Blended Advance Rate Weighting Numerator ” means, as of any date of determination, an amount equal to the sum of an amount with respect to each French AAA Select Component equal to the product of such French AAA Select Component and the French Class B Adjusted Advance Rate with respect to such French AAA Select Component, in each case as of such date.

“ French Collateral ” means all of the assets which from time to time are, or are expressed to be, the subject of the French Security.

“ French Collection Account ” means the collection account in the name of French FleetCo into which French Collections and the purchase price of French Facility Receivables shall be deposited.

“ French Collections ” means all payments on or in respect of the French Collateral.

“ French Commitment Termination Date ” means 1 October 2048.

“ French Daily Collection Report ” has the meaning specified in Sub-Clause 6.1(a) ( Daily Collection Reports ) of the French Facility Agreement.

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“ French Daily Interest Allocation ” means, on each French Deposit Date, an amount equal to the aggregate amount of French Interest Collections deposited into the French Collection Account on such date.

“ French Daily Interest Amount ” means, for any day in an Interest Period, an amount equal to the result of:


(a)	the product of (i) the French Facility Advance Rate for such Interest Period and (ii) the French Facility Principal Amount as of the close of business on such date; divided by


(b)	30.

“ French Daily Principal Allocation ” means, on each French Deposit Date, an amount equal to the aggregate amount of French Principal Collections deposited into the French Transaction Account on such date.

“ French Decrease ” has the meaning specified in Sub-Clause 2.4 ( Procedure for partial prepayment of the French Facility Principal Amount ) of the French Facility Agreement.

“ French Deposit Date ” has the meaning specified in Sub-Clause 8.1 ( Allocations ) of the French Facility Agreement.

“ French Eligible Investment Grade Non-Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value as of such date of each Investment Grade Non-Program Vehicle owned by French FleetCo for which the Disposition Date has not occurred as of such date.

“ French Eligible Investment Grade Program Receivable Amount ” means, as of any date of determination, the sum of all Eligible Manufacturer Receivables payable to French FleetCo, as of such date by all Investment Grade Manufacturers.

“ French Eligible Investment Grade Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value as of such date of each Investment Grade Program Vehicle owned by French FleetCo for which the Disposition Date has not occurred as of such date.

“ French Eligible Non-Investment Grade (High) Program Receivable Amount ” means, as of any date of determination, the sum of all Eligible Manufacturer Receivables payable to French FleetCo, as of such date by all Non-Investment Grade (High) Manufacturers.

“ French Eligible Non-Investment Grade (Low) Program Receivable Amount ” means, as of any date of determination, the sum of all Manufacturer Receivables payable to French FleetCo, as of such date by all Non-Investment Grade (Low) Manufacturers.

“ French Eligible Non-Investment Grade Non-Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value of each Non-Investment Grade Non-Program Vehicle owned by French FleetCo for which the Disposition Date has not occurred as of such date.

“ French Eligible Non-Investment Grade Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value as of such date of each Non-Investment Grade (High) Program Vehicle and each Non-Investment Grade (Low) Program Vehicle, in each case, owned by French FleetCo and for which the Disposition Date has not occurred as of such date.

“ French Eligible Vehicles ” means the Eligible Vehicles owned by French FleetCo.

“ French Enforcement Notice ” has the meaning specified in Sub-Clause 6.1 ( French Enforcement Notice ) of the French Security Trust Deed.

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“ French Facility ” means the revolving credit facility made available to French FleetCo by the French Lender subject to, and in accordance with, the relevant terms of the French Facility Agreement.

“ French Facility Advance ” means each advance from time to time borrowed by French FleetCo from the French Lender subject to, and in accordance with, the relevant terms of the French Facility Agreement.

“ French Facility Advance Rate ” means, for any Interest Period, the rate, as determined by the Issuer in its reasonable discretion, reflecting the French Percentage of the aggregate amount of interest and Carrying Charges payable by the Issuer for such Interest Period, based on the daily average French Class A Blended Advance Rate and the daily average French Facility Principal Amount for such Interest Period.

“ French Facility Agreement ” means the revolving credit facility agreement entered into between French FleetCo, the French Lender, the French Security Trustee and the Issuer Security Trustee dated on or about the Signing Date.

“ French Facility Principal Amount ” means, at any date of determination, the outstanding principal amount of any French Facility Advance at such date under the French Facility Agreement.

“ French Facility Receivables ” means:

(a)

each and any receivable arising as a result of the French Lender’s rights as a creditor of French FleetCo (whether existing ( créances nées ), future ( créances futures ) or conditional ( créances conditionnelles ) in respect of the French Facility Advance(s) drawn down, or to be drawn down, by French FleetCo under the French Facility Agreement, subject to, and in accordance with, the relevant terms of the French Facility Agreement, increased by the amount of any and all interest accrued thereon; and


(b)	each and any receivable arising as a result of the French Lender’s rights as a creditor of French FleetCo, whether existing ( créances nées ), future ( créances futures ) or conditional ( créances conditionnelles ) which has arisen or will arise from the French Facility Agreement and which is not characterised as a receivable referred to in (a) above.

“ French FleetCo ” means RAC Finance S.A.S., a company incorporated as a société par actions simplifiée under the laws of France, registered with the Commercial and Company Registry of Beauvais under number 487581498, whose registered office is at 172, avenue Marcel Dassault, 60000 Beauvais, France.

“ French FleetCo Corporate Services Providers ” means TMF France Management Sarl and TMF France SAS.

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

“ French Leasing Company Amortization Event ” has the meaning given to it in Sub-Clause 11.1 of the French Facility Agreement.

“ French Legal Final Payment Date ” means the one-year anniversary of the French Commitment Termination Date.

“ French Lender ” means BNP Paribas S.A. in its capacity as lender under the French Facility Agreement.

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“ French Liquidation Co-ordination Agreement ” means the liquidation co-ordination agreement entered into between (among others) French FleetCo, the French Liquidation Co-ordinator and the French Security Trustee dated on or about the Signing Date.

“ French Liquidation Co-ordinator ” means KPMG LLP.

“ French Management Services Agreement ” means the management services agreement dated on or about the Signing Date between French FleetCo, French OpCo and the French FleetCo Corporate Services Providers.

“ French Manufacturer Receivables ” means the Manufacturer Receivables owing to French FleetCo.

“ French Master Lease ” means the French Master Lease and Servicing Agreement, dated on or about the Signing Date between, among others, French FleetCo, as lessor thereunder and French OpCo, as lessee and servicer.

“ French Master Lease Extension Agreement ” means, in relation to the French Master Lease, an agreement executed by the Lessor and the Lessee(s) thereunder which provides that the Master Lease Scheduled Expiry Date in respect of the relevant lease entered into pursuant to the French Master Lease will be extended for a further period of five (5) calendar months from the date of such agreement.

“ French Master Lease Payment Default ” means the occurrence of any event described in Sub-Clause 9.1.1 of the French Master Lease.

“ French Master Lease Scheduled Expiration Date ” means, in relation to any Lease Vehicles leased pursuant to the French Master Lease, the date falling five (5) calendar months after:


(a)	the Vehicle Lease Commencement Date of such Lease Vehicle; or


(b)	the date on which the most recent French Master Lease Extension Agreement became effective with respect to such Lease Vehicle.

“ French Maximum Principal Amount ” means €600,000,000, as such amount may be increased or reduced from time to time pursuant to written agreement between the French Lender and French FleetCo, provided that no such reduction shall cause the French Maximum Principal Amount to be less than the French Facility Principal Amount.

“ French Minimum Profit Amount ” means, on an annual basis, an amount equal to five per cent. (5%) of French Servicing Fee payable under the French Master Lease as the local GAAP profit before tax.

“ French Monthly Administration Fee ” has the meaning specified in Clause 4 ( Compensation ) of the French Administration Agreement.

“ French Monthly Collateral Certificate ” has the meaning specified in Sub-Clause 6.1(d) ( French Monthly Collateral Certificate ) of the French Facility Agreement.

“ French Monthly Interest ” means, with respect to any Payment Date, an amount equal to the sum of


(a)	the French Daily Interest Amount for each day in the Interest Period related to such Payment Date; plus

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(b)	all previously due and unpaid amounts described in paragraph (a) with respect to prior Interest Periods (together with interest on such unpaid amounts required to be paid in this paragraph (b) at the French Facility Advance Rate).

“ French Monthly Servicing Certificate ” has the meaning specified in Sub-Clause 6.1(c) ( Monthly Servicing Certificate ) of the French Facility Agreement.

“ French Monthly Servicing Fee ” has the meaning specified in Clause 6.6 ( Servicer’s Monthly Fee ) of the French Master Lease.

“ French Net VAT Receivables ” means the Net VAT Receivables owing to French FleetCo.

“ French On-Going Business Pledge Agreement ” means the French convention de nantissement de fonds de commerce entered into between French FleetCo and the French Security Trustee dated on or about the Signing Date.

“ French OpCo ” means Hertz France S.A.S.

“ French Payment Direction Agreement ” means the payment direction agreement entered into by French FleetCo, the French Servicer, the French Account Bank, the FCT Noteholder, the Issuer Administrator, the FCT and the FCT Servicer on or about the Signing Date.

“ French Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the French Facility Principal Amount as of such date and the denominator of which is the sum of the Dutch Note Principal Amount, the French Facility Principal Amount, the German Note Principal Amount and the Spanish Note Principal Amount, in each case as of such date.

“ French Potential Leasing Company Amortization Event ” means any occurrence or event that, with the giving of notice, the passage of time or both, would constitute a French Leasing Company Amortization Event.

“ French Predecessor Administrator Work Product ” has the meaning given to it in Sub-Clause 5.4 ( Reliance on Prior Work Product ) of the French Back-Up Administration Agreement.

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

“ French Priority of Payments ” means the priority of payments applicable to the payments owed by French FleetCo under the French Related Documents set out in Sub-Clauses 8.4 ( Application of French Interest Collections ) and 8.5 ( Application of French Principal Collections ) of the French Facility Agreement.

“ French Qualifying Noteholder ” means any holder of the FCT Note which, at the time a payment of interest is made on the FCT Note, either:

(a)

fulfils the conditions imposed by French law in order for that payment not to be subject to (or as the case may be, to be exempt from) any French withholding tax and, in particular, is not a person resident or established, and does not receive payments in respect of bank accounts opened in its name or for its benefit, in a “non-cooperative State or Territory” ( Etat ou territoire non-coopératif ) as set out in the list referred to in Article 238-0 A of the French Code général des impôts , as such list may be amended; or


(b)	is an entity which is entitled under a double taxation agreement in force (subject only to the completion of any necessary procedural formalities) to receive all payments under the FCT Note without any deduction or withholding for or on account of tax.

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“ French Receivables Pledge Agreement ” means the French receivables pledge agreement relating to receivables owed by French FleetCo under the French Related Documents entered into between French FleetCo as Pledgor and the French Security Trustee, dated on or about the Signing Date.

“ French Related Document Actions ” has the meaning specified in Sub-Clause 9.23(c) ( Actions under the French Related Documents and Manufacturer Programs ) of the French Facility Agreement.

“ French Related Documents ” means, collectively, the French Facility Agreement, the French Administration Agreement, the French Back-Up Administration Agreement, the French Liquidation Co-ordination Agreement, the French Account Bank Agreement, the French Security Documents, the French Master Lease, the French Payment Direction Agreement, the FCT Note Purchase Agreement, the FCT Account Bank Agreement, the FCT Regulations, the FCT Paying Agency Agreement, the FCT Transfer and Servicing Agreement, the Tax Deed of Covenant and any other agreements relating to the French Facility.

“ French Repeating Representations ” means the representations and warranties of French FleetCo set out in Clause 9 ( Representations and Warranties ) of the French Facility Agreement save for: (i) Sub-Clause 9.3 ( No Consent ); (ii) Sub-Clause 9.12 ( Ownership of Limited Liability Company Interests ); (iii) Sub-Clause 9.20 ( Stamp Taxes ); (iv) Sub-Clause 9.21 ( Capitalisation ); (v) Sub-Clause 9.22 ( No Distributions ); and (vi) Sub-Clause 9.23 ( Beneficial Owner ).

“ French Secured Obligations ” means the aggregate of French FleetCo’s Indebtedness, liabilities and obligations which are now or may at any time hereafter be due, owing or incurred in any manner whatsoever to the French Security Trustee:


(a)	whether actually or contingently; or


(b)	whether presently due or falling due at some future time,

arising under the French Related Documents and the French Facility, whether solely or jointly with another person, whether as principal or surely and whether or not the French Security Trustee shall have been an original party to the relevant transaction and in whatever currency denominated.

“ French Secured Party ” means each of the Parties listed at Schedule 1 ( French Secured Parties ) to the French Security Trust Deed.

“ French Securities Account ” has the meaning given to it in Schedule 1 of the French Account Bank Agreement.

“ French Security ” means the security interests granted to the French Security Trustee pursuant to the French Security Documents.

“ French Security Documents ” means the French Security Trust Deed, the French Vehicle Pledge Agreement, the French Receivables Pledge Agreement, the French Bank Account Pledge Agreement, the French On-Going Business Pledge Agreement and the French Shares Pledge.

“ French Security Trust Deed ” means the security trust deed dated on or about the Signing Date entered into between the Issuer Security Trustee, the French Security Trustee, French FleetCo, the FCT, the FCT Servicer and the French Secured Parties named therein.

“ French Security Trustee ” means BNP Paribas Trust Corporation UK Limited.

“ French Servicer ” means Hertz France S.A.S., in its capacity as servicer under the French Master Lease.

100

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“ French Servicing Fee ” means €400,000 per annum or such other adjusted amount notified to the Lessor by the French Servicer based on the reasonable costs and expenses incurred in connection with the provision of services in accordance with the French Master Lease.

“ French Shares Pledge ” means the French pledge agreement in respect of shares in French FleetCo entered into between Hertz France S.A.S. as Pledgor, French FleetCo and the French Security Trustee dated on or about the Signing Date.

“ French Supplemental Documents ” means the Lease Vehicle Acquisition Schedules, the Intra-Lease Lessee Transfer Schedules and any other related documents attached to the French Master Lease, in each case solely to the extent to which such schedules and documents relate to Lease Vehicles or otherwise relate to and/or constitute French Collateral.

“ French Third Party Holder ” means Hertz France S.A.S.

“ French Transaction Account ” means the transaction account in the name of French FleetCo from which withdrawals are made in accordance with Clause 8 ( Applications and Distributions ) of the French Facility Agreement.

“ French Transfer Date ” has the meaning specified in Sub-Clause 3.1 ( Transfer of Administrative Obligations ) of the French Back-Up Administration Agreement.

“ French Vehicle Pledge Agreement ” means the French vehicle pledge agreement entered into between French FleetCo as Pledgor, the French Security Trustee and the French Third Party Holder dated on or about the Signing Date.

“ French Vehicles ” means all Vehicles owned by French FleetCo and which are leased pursuant to the French Master Lease.

“ INSEE ” means the Institut national de la statistique et des études économiques .

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1.4 GERMAN DEFINITIONS

“ Carport Service Provider ” means each carport service provider contracted by German OpCo so as to provide carports for each of the Relevant Vehicles delivered from the Manufacturer/Dealers by freight carriers before such Vehicles are delivered to premises rented by German OpCo from third party landlords;

“ German AAA Component ” means each of:


(a)	the German Eligible Investment Grade Program Vehicle Amount;

(b) the German Eligible Investment Grade Program Receivable Amount;

(d) the German Eligible Non-Investment Grade (High) Program Receivable Amount;

(e) the German Eligible Non-Investment Grade (Low) Program Receivable Amount;

(f) the German Eligible Investment Grade Non-Program Vehicle Amount;

(g) the German Eligible Non-Investment Grade Non-Program Vehicle Amount;


(h)	the Eligible Due and Unpaid Lease Payment Amount under the German Master Lease; and

(i) the Remainder AAA Amount with respect to German FleetCo.

“ German AAA Select Component ” means each German AAA Component other than the Eligible Due and Unpaid Lease Payment Amount.

“ German Acceleration Notice ” has the meaning given to it in Sub-Clause 6.3 ( German Acceleration Notice ) of the German Security Trust Deed.

“ German Account Bank ” means BNP Paribas, German Branch and BNP Paribas, Dublin Branch or, as the case may be, any other Acceptable Bank which would be subsequently appointed as German Account Bank pursuant to the terms of the International Account Bank Agreement.

“ German Account Mandates ” means the signature authorities relating to a German Account, as amended from time to time in accordance with the International Account Bank Agreement.

“ German Account Pledge Agreement ” means the account pledge agreement between German FleetCo and the German Security Trustee.

“ German Accounts ” means the accounts established and maintained in the name of German FleetCo.

“ German Administration Agreement ” means the German administration agreement entered into between German FleetCo, the German Administrator and the German Security Trustee dated on or about the Signing Date.

“ German Administrator ” means Hertz Europe Limited in its capacity as the German administrator under the German Administration Agreement.

“ German Administrator Default ” has the meaning specified in Sub-Clause 9.2 ( Term of Agreement; Removal of German Administrator ) of the German Administration Agreement.

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“ German Advance ” has the meaning given to “Advance” in clause 2.3(a) of the German Facility Agreement.

“ German Aggregate Asset Amount ” means, as of any date of determination, the amount equal to the sum of each of the following with respect to German FleetCo:


(a)	the aggregate Net Book Value of all German Eligible Vehicles as of such date;

(b) the aggregate amount of all German Manufacturer Receivables as of such date; and

“ German Back-Up Administration Agreement ” means the German back-up administration agreement entered into between German FleetCo, the German Administrator, the German Back-Up Administrator and the German Security Trustee dated on or about the Signing Date.

“ German Back-Up Administrator ” means TMF SFS Management B.V.

“ German Back-Up Servicing Fee ” has the meaning given to it in Sub-Clause 5.1(a) ( Compensation ) of the German Back-Up Administration Agreement.

“ German Carrying Charges ” means, for any Payment Date, without duplication, the sum of:


(a)	the German Monthly Servicing Fee payable by German FleetCo to the German Servicer pursuant to the German Master Lease on such Payment Date;


(b)	all reasonable out-of-pocket costs and expenses of German FleetCo incurred in connection with the German Notes;


(c)	all fees, expenses and other amounts payable by German FleetCo under the German Related Documents;


(d)	any accrued German Carrying Charges that remain unpaid as of the immediately preceding Payment Date (after giving effect to all distributions in respect of such Payment Date); and


(e)	the German Percentage of the Carrying Charges.

“ German Class A Adjusted Advance Rate ” means, as of any date of determination, with respect to any German AAA Select Component, a percentage equal to the greater of (A) (i) the German Class A Baseline Advance Rate for such German AAA Component, minus (ii) the Class A Concentration Excess Advance Rate Adjustment for such German AAA Select Component minus (iii) the Class A MTM/DT Advance Rate Adjustment for such German AAA Select Component; and (B) zero.

“ German Class A Baseline Advance Rate ” means, with respect to each German AAA Select Component, the percentage set forth opposite such German AAA Select Component in the following table:

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German AAA Component	German Class A Baseline Advance Rate
German Eligible Investment Grade Program Vehicle Amount	[REDACTED]
German Eligible Investment Grade Program Receivable Amount
German Eligible Non-Investment Grade Program Vehicle Amount
German Eligible Non-Investment Grade (High) Program Receivable Amount
German Eligible Non-Investment Grade (Low) Program Receivable Amount
German Eligible Investment Grade Non-Program Vehicle Amount
German Eligible Non-Investment Grade Non-Program Vehicle Amount
Remainder AAA Amount

“ German Class A Blended Advance Rate ” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the German Class A Blended Advance Rate Weighting Numerator and the denominator of which is the German Class A Blended Advance Rate Weighting Denominator, in each case as of such date.

“ German Class A Blended Advance Rate Weighting Denominator ” means, as of any date of determination, an amount equal to the sum of each German AAA Select Component, in each case as of such date.

“ German Class A Blended Advance Rate Weighting Numerator ” means, as of any date of determination, an amount equal to the sum of an amount with respect to each German AAA Select Component equal to the product of such German AAA Select Component and the German Class A Adjusted Advance Rate with respect to such German AAA Select Component, in each case as of such date.

“ German Class B Adjusted Advance Rate ” means, as of any date of determination, with respect to any German AAA Select Component, a percentage equal to the greater of (A) (i) the German Class B Baseline Advance Rate for such German AAA Component, minus (ii) the Class B Concentration Excess Advance Rate Adjustment for such German AAA Select Component minus (iii) the Class B MTM/DT Advance Rate Adjustment for such German AAA Select Component; and (B) zero.

“ German Class B Baseline Advance Rate ” means, with respect to each German AAA Select Component, the percentages agreed between the Issuer and the Class B Noteholders at the time the Class B Notes are first issued, which agreed percentages for the avoidance of doubt shall not require the consent of the Class A Noteholders.

“ German Class B Blended Advance Rate ” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the German Class B Blended Advance Rate Weighting Numerator and the denominator of which is the German Class B Blended Advance Rate Weighting Denominator, in each case as of such date.

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“ German Class B Blended Advance Rate Weighting Denominator ” means, as of any date of determination, an amount equal to the sum of each German AAA Select Component, in each case as of such date.

“ German Class B Blended Advance Rate Weighting Numerator ” means, as of any date of determination, an amount equal to the sum of an amount with respect to each German AAA Select Component equal to the product of such German AAA Select Component and the German Class B Adjusted Advance Rate with respect to such German AAA Select Component, in each case as of such date.

“ German Collateral ” means all of the assets which from time to time are, or are expressed to be, the subject of the German Security.

“ German Collection Account (German Branch) ” means the collection account in the name of German FleetCo with BNP Paribas, German Branch in Germany, into which certain German Collections shall be deposited.

“ German Collection Account (Irish Branch) ” means the collection account in the name of German FleetCo with BNP Paribas, Dublin Branch in Ireland, into which certain German Collections shall be deposited.

“ German Collection Accounts ” has the meaning given to it in Sub-Clause 6.1(a) of the German Facility Agreement.

“ German Collections ” means all payments on or in respect of the German Collateral.

“ German Commitment Termination Date ” means 1 October 2048.

“ German Custodian ” means PS-Fleet Lead Logistics GmbH with registered number HRA 4365 in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Wiesbaden, a company with limited liability incorporated in Germany, whose registered office is at Am Klingenweg 6, 65396 Wiesbaden, Germany.

“ German Custody Agreement ” means the custody agreement between German OpCo and the German Custodian dated 5 April 2012, as amended and restated from time to time.

“ German Daily Collection Report ” has the meaning specified in Sub-Clause 5.1(a) ( Daily Collection Reports ) of the German Facility Agreement.

“ German Daily Interest Allocation ” means, on each German Deposit Date, an amount equal to the aggregate amount of German Interest Collections deposited into the German Transaction Account on such date.

“ German Daily Interest Amount ” means, for any day in an Interest Period, an amount equal to the result of:

(a) the product of (i) the German Note Rate for such Interest Period and (ii) the German Note Principal Amount as of the close of business on such date; divided by

(b) 30.

“ German Daily Principal Allocation ” means, on each German Deposit Date, an amount equal to the aggregate amount of German Principal Collections deposited into the German Transaction Account on such date.

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“ German Decrease ” has the meaning specified in Sub-Clause 2.4 ( Procedure for Decreasing the German Note Principal Amount ) of the German Facility Agreement.

“ German Deposit Date ” has the meaning specified in Sub-Clause 7.1 ( Allocations with Respect to the German Note ) of the German Facility Agreement.

“ German Eligible Investment Grade Non-Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value as of such date of each Investment Grade Non-Program Vehicle owned by German FleetCo for which the Disposition Date has not occurred as of such date.

“ German Eligible Investment Grade Program Receivable Amount ” means, as of any date of determination, the sum of all Eligible Manufacturer Receivables payable to German FleetCo, as of such date by all Investment Grade Manufacturers.

“ German Eligible Investment Grade Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value as of such date of each Investment Grade Program Vehicle owned by German FleetCo for which the Disposition Date has not occurred as of such date.

“ German Eligible Non-Investment Grade (High) Program Receivable Amount ” means, as of any date of determination, the sum of all Eligible Manufacturer Receivables payable to German FleetCo, as of such date by all Non-Investment Grade (High) Manufacturers.

“ German Eligible Non-Investment Grade (Low) Program Receivable Amount ” means, as of any date of determination, the sum of all Manufacturer Receivables payable to German FleetCo, as of such date by all Non-Investment Grade (Low) Manufacturers.

“ German Eligible Non-Investment Grade Non-Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value of each Non-Investment Grade Non-Program Vehicle owned by German FleetCo for which the Disposition Date has not occurred as of such date.

“ German Eligible Non-Investment Grade Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value as of such date of each Non-Investment Grade (High) Program Vehicle and each Non-Investment Grade (Low) Program Vehicle, in each case, owned by German FleetCo and for which the Disposition Date has not occurred as of such date.

“ German Eligible Vehicles ” means the Eligible Vehicles owned by German FleetCo.

“ German Enforcement Notice ” has the meaning specified in Sub-Clause 6.1 ( German Enforcement Notice ) of the German Security Trust Deed.

“ German Facility Agreement ” means the VFN issuance facility agreement entered into between German FleetCo, the German Noteholder and the German Security Trustee dated on or about the Signing Date.

“ German FleetCo ” means Hertz Fleet Limited, with registered number 412465, a company with limited liability incorporated in Ireland with its principal place of business in Ireland, whose registered office is at Hertz Europe Service Centre, Swords Business Park, Swords, Co. Dublin, Ireland.

“ German FleetCo Corporate Services Agreement ” means the corporate services agreement between German FleetCo and the German FleetCo Corporate Services Provider dated on or about 13 September 2018.

“ German FleetCo Corporate Services Provider ” means Wilmington Trust SP Services (Dublin) Limited.

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“ German FleetCo Irish Account Pledge Agreement ” means the Irish bank account pledge agreement entered into on or about the Signing Date between German FleetCo as Pledgor and the German Security Trustee.

“ German FleetCo Shares Pledge ” means the deed of pledge of registered shares of German FleetCo dated on or about the Closing Date, granted by Hertz Holdings Netherlands B.V..

“ German Initial Principal Amount ” means €219,090,850.28.

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

“German Leasing Company Amortization Event” has the meaning given to it in Sub-Clause 10.1 of the German Facility Agreement.

“ German Legal Final Payment Date ” means the one-year anniversary of the German Commitment Termination Date.

“ German Liquidation Co-ordination Agreement ” means the liquidation co-ordination agreement entered into between (among others) German FleetCo, the German Liquidation Co-ordinator and the German Security Trustee dated on or about the Signing Date.

“ German Liquidation Co-ordinator ” means KPMG LLP.

“ German Manufacturer Receivables ” means the Manufacturer Receivables owing to German FleetCo.

“ German Master Fleet Purchase Agreement ” means the German master fleet purchase agreement, dated on or around the Signing Date, as amended from time to time, among German FleetCo, German OpCo and the German Security Trustee.

“ German Master Lease ” means the German Master Lease and Servicing Agreement, dated on or about the Signing Date between, among others, German FleetCo, as lessor thereunder and German OpCo, as lessee and servicer.

“ German Master Lease Payment Default ” means the occurrence of any event described in Sub-Clause 9.1.1 of the German Master Lease.

“ German Maximum Principal Amount ” means €500,000,000, as such amount may be increased or reduced from time to time pursuant to written agreement between the German Noteholder and German FleetCo, provided that no such reduction shall cause the German Maximum Principal Amount to be less than the German Note Principal Amount.

“ German Minimum Profit Amount ” means EUR 10,000 per annum.

“ German Monthly Administration Fee ” has the meaning specified in Clause 4 ( Compensation ) of the German Administration Agreement.

“ German Monthly Collateral Certificate ” has the meaning specified in Sub-Clause 5.1(d) ( German Monthly Collateral Certificate ) of the German Facility Agreement.

“ German Monthly Interest ” means, with respect to any Payment Date, an amount equal to the sum of:

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(a)	the German Daily Interest Amount for each day in the Interest Period related to such Payment Date; plus


(b)	all previously due and unpaid amounts described in paragraph (a) with respect to prior Interest Periods (together with interest on such unpaid amounts required to be paid in this paragraph (b) at the German Note Rate).

“ German Monthly Servicing Certificate ” has the meaning specified in Sub-Clause 5.1(c) ( Monthly Servicing Certificate ) of the German Facility Agreement.

“ German Monthly Servicing Fee ” has the meaning specified in Clause 6.6 ( Servicer’s Monthly Fee ) of the German Master Lease.

“ German Note Framework Agreement ” means the note framework agreement entered into between German FleetCo and the German Security Trustee dated on or about the Signing Date.

“ German Note Principal Amount ” means, when used with respect to any date, an amount equal to the result of: (i) the German Initial Principal Amount, plus (ii) the principal amount of the portion of all German Advances funded by the German Noteholder on or prior to such date, minus (iii) the amount of principal payments (whether pursuant to a German Decrease, a redemption or otherwise) made to such German Noteholder pursuant to the German Facility Agreement.

“ German Note Rate ” means, for any Interest Period, the rate, as determined by the Issuer in its reasonable discretion, reflecting (i) the German Percentage of the Carrying Charges payable by the Issuer for such Interest Period and (ii) the proportion of interest costs by the Issuer for such Interest Period attributable to German FleetCo (based on the German Class A Blended Advance Rate).

“ German Note Register ” has the meaning specified in Sub-Clause 2.6 ( German Note Register ) of the German Note Framework Agreement.

“ German Note Repurchase Amount ” means, as of any date of determination, the sum of the German Note Principal Amount plus all accrued and unpaid interest thereon and any fees in respect thereof then due and payable to the German Noteholder.

“ German Noteholder ” means the Issuer.

“ German Notes ” means each variable funding rental car asset backed note issued by German FleetCo pursuant to and in accordance with the German Note Framework Agreement and the German Facility Agreement.

“ German OpCo ” means Hertz Autovermietung GmbH, with registered number HRB 52255 in the Commercial Register ( Handelsregister ) of the Local Court ( Amtsgericht ) of Frankfurt am Main, a company with limited liability incorporated in Germany with its principal place of business in Germany, whose registered office is at Ginnheimer Straße 4, 65670 Eschborn, Germany.

“ German Parallel Debt ” has the meaning given to it in Sub-Clause 3.2 of the German Parallel Debt Agreement.

“ German Parallel Debt Agreement ” means the parallel debt agreement dated the Signing Date and entered into by German FleetCo and the German Security Trustee in order to create a valid security interest under German law.

“ German Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the German Note Principal Amount as of such date and the denominator of which is the sum of the Dutch Note Principal Amount, the French Facility Principal Amount, the German Note Principal Amount and the Spanish Note Principal Amount, in each case as of such date.

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“ German Potential Leasing Company Amortization Event ” means any occurrence or event that, with the giving of notice, the passage of time or both, would constitute a German Leasing Company Amortization Event.

“ German Predecessor Administrator Work Product ” has the meaning given to it in Sub-Clause 5.4 ( Reliance on Prior Work Product ) of the German Back-Up Administration Agreement.

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

“ German Priority of Payments ” means the priority of payments applicable to the payments owed by German FleetCo under the German Related Documents set out in Sub-Clauses 7.4 ( Application of German Interest Collections ) and 7.5 ( Application of German Principal Collections ) of the German Facility Agreement.

“ German Receivables Assignment Agreement ” means the receivables assignment agreement dated on or about the Signing Date entered into between German FleetCo and the German Security Trustee.

“ German Registrar ” means the German Administrator.

“ German Related Document Actions ” has the meaning specified in Sub-Clause 9.23(c) ( Actions under the German Related Documents and Manufacturer Programs ) of the German Facility Agreement.

“ German Related Documents ” means, collectively, the German Facility Agreement, the German Note Framework Agreement, the German Administration Agreement, the German Back-Up Administration Agreement, the German Liquidation Co-ordination Agreement, the German Security Documents, the German Master Lease, the German Master Fleet Purchase Agreement, the German FleetCo Corporate Services Agreement, the German FleetCo THC Indemnity, the Tax Deed of Covenant and any other agreements relating to the issuance or the purchase of the German Notes.

“ German Repeating Representations ” means the representations and warranties of German FleetCo set out in Clause 8 ( Representations and Warranties ) of the German Facility Agreement save for: (i) Sub-Clause 8.3 ( No Consent ); (ii) Sub-Clause 8.12 ( Ownership of Limited Liability Company Interests ); (iii) Sub-Clause 8.20 ( Stamp Taxes ); (iv) Sub-Clause 8.21 ( Capitalisation ); (v) Sub-Clause 8.22 ( No Distributions ); and (vi) Sub-Clause 8.23 ( Beneficial Owner ).

“ German Repurchase Date ” has the meaning specified in Sub-Clause 11.1 ( Optional Redemption of the German Note ) of the German Facility Agreement.

“ German Secured Obligations ” means the aggregate of German FleetCo’s Indebtedness, liabilities and obligations which are now or may at any time hereafter be due, owing or incurred in any manner whatsoever to the German Secured Parties:


(a)	whether actually or contingently; or


(b)	whether presently due or falling due at some future time,

arising under the German Related Documents and the German Note, whether solely or jointly with another person, whether as principal or surely and whether or not the German Secured Parties shall have been an original party to the relevant transaction and in whatever currency denominated.

“ German Secured Party ” means each of the Parties listed at Schedule 1 ( FleetCo Secured Parties ) to the German Security Trust Deed.

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“ German Security ” means the security interests granted to the German Security Trustee pursuant to the German Security Documents.

“ German Security Documents ” means the German Security Trust Deed, the German Account Pledge Agreement, the German Parallel Debt Agreement, the German Security Transfer Agreement, the German FleetCo Shares Pledge, the German FleetCo Irish Account Pledge Agreement and the German Receivables Assignment Agreement.

“ German Security Transfer Agreement ” means the security transfer agreement dated on or about the Signing Date entered into between German FleetCo and the German Security Trustee.

“ German Security Trust Deed ” means the security trust deed dated on or about the Signing Date entered into between the Issuer Security Trustee, the German Security Trustee, German FleetCo and the German Secured Parties named therein.

“ German Security Trustee ” means BNP Paribas Trust Corporation UK Limited.

“ German Servicer ” means Hertz Autovermietung GmbH, in its capacity as servicer under the German Master Lease.

“ German Supplemental Documents ” means the Lease Vehicle Acquisition Schedules, the Intra-Lease Lessee Transfer Schedules and any other related documents attached to the German Master Lease, in each case solely to the extent to which such schedules and documents relate to Lease Vehicles or otherwise relate to and/or constitute German Collateral.

“ German Transaction Account ” means the transaction account in the name of German FleetCo from which withdrawals are made in accordance with Clause 7 ( Applications and Distributions ) of the German Facility Agreement.

“ German Transfer Date ” has the meaning specified in Sub-Clause 3.1 ( Transfer of Administrative Obligations ) of the German Back-Up Administration Agreement.

“ German Vehicle Documents ” means, in respect of both Program Vehicles and Non-Program Vehicles, the radio code/spare key, warranty/servicing booklet, German Vehicle Certificate I ( Zulassungsbescheinigung Teil I – “Kfz-Schein” ), German Vehicle Certificate II ( Zulassungbescheinigung Teil II – “Kfz-Brief ”), invoice of Manufacturer/Dealer and the title transfer offer.

“ German Vehicles ” means all Vehicles owned by German FleetCo.

" Initial Purchase Price " means, in relation to a Vehicle, the purchase price or other consideration payable by German OpCo to the Supplier for the purchase by German OpCo of such Vehicle, as provided in the relevant Vehicle Purchasing Agreement;

“ New Sale and Repurchase Agreement ” means each Original Sale and Repurchase Agreement as amended by and pursuant to the relevant Supplemental Agreement (including the Required Contractual Criteria);

“ Onward Purchase Price ” means the purchase price payable by German FleetCo to German OpCo for a Relevant Vehicle which, for the avoidance of doubt, shall be equal to (i) the Initial Purchase Price and (if necessary) calculated by way of break-down of the aggregate price for each type of Vehicles subject to the respective Purchase Offer;

" Original Sale and Repurchase Agreement " means any Vehicle Purchasing Agreement entered into by the Supplier and German OpCo pursuant to which the Supplier has agreed to sell certain vehicles

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to German OpCo and to subsequently repurchase such vehicles from German OpCo in certain circumstances;

“ Purchase Offer ” has the meaning given to it in Sub-Clause 2.1 of the German Master Fleet Purchase Agreement;

“ Related Rights ” means, in connection with any Relevant Vehicle, all rights of the owner thereof including, without limitation, any rights to the benefit of any warranties or guarantees given by the manufacturer or seller of the Relevant Vehicle, excluding, however, any rights relating to volume rebates and discounts set forth in Sub-Clause 2.6 of each Supplemental Agreement;

“ Relevant Vehicle ” means any Vehicle (a) purchased by German OpCo from the Supplier under a Vehicle Purchasing Agreement and (b) subsequently sold by German OpCo to German FleetCo (and whereby legal title to such vehicle is transferred from German OpCo to German FleetCo under the German Master Fleet Purchase Agreement).

“ Supplemental Agreement ” means each supplemental agreement to be entered into in respect of an Original Sale and Repurchase Agreement between German FleetCo, German OpCo and a Supplier;

“ Supplier ” has them meaning given to such term in recital (A) of the German Master Fleet Purchase Agreement.

“ Title Transfer Offer ” has the meaning given in Sub-Clause 3.4 of the German Master Fleet Purchase Agreement.

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1.5	SPANISH DEFINITIONS

“ Spanish AAA Component ” means each of:


(a)	the Spanish Eligible Investment Grade Program Vehicle Amount;


(b)	the Spanish Eligible Investment Grade Program Receivable Amount;


(c)	the Spanish Eligible Non-Investment Grade Program Vehicle Amount;


(d)	the Spanish Eligible Non-Investment Grade (High) Program Receivable Amount;


(e)	the Spanish Eligible Non-Investment Grade (Low) Program Receivable Amount;


(f)	the Spanish Eligible Investment Grade Non-Program Vehicle Amount;


(g)	the Spanish Eligible Non-Investment Grade Non-Program Vehicle Amount;


(h)	the Eligible Due and Unpaid Lease Payment Amount under the Spanish Master Lease;


(i)	the Spanish Net VAT Receivables; and


(j)	the Remainder AAA Amount with respect to Spanish FleetCo.

“ Spanish AAA Select Component ” means each Spanish AAA Component other than the Eligible Due and Unpaid Lease Payment Amount.

“ Spanish Acceleration Notice ” has the meaning given to it in Sub-Clause 6.3 ( Spanish Acceleration Notice ) of the Spanish Security Trust Deed.

“ Spanish Account Bank ” means BNP Paribas, Spanish Branch or, as the case may be, any other Acceptable Bank which would be subsequently appointed as Spanish Account Bank.

“ Spanish Account Letter of Acknowledgement ” means the letter of acknowledgement in respect of the Spanish Accounts signed by the Spanish Account Bank, the Spanish Security Trustee and Spanish FleetCo on or about the Signing Date.

“ Spanish Account Mandates ” means the signature authorities relating to a Spanish Account, as amended from time to time.

“ Spanish Accounts ” means the accounts established and maintained in the name of Spanish FleetCo.

“ Spanish Administration Agreement ” means the Spanish administration agreement entered into between Spanish FleetCo, the Spanish Administrator and the Spanish Security Trustee dated on or about the Signing Date.

“ Spanish Administrator ” means Hertz de España, S.L., a limited liability company incorporated and existing under the laws of the Kingdom of Spain, with registered office at calle Jacinto Benavente 2, Edificio B, 3ª planta, Las Rozas, Madrid (Spain) and Spanish Tax Id number B-28121549.

“ Spanish Administrator Default ” has the meaning specified in Sub-Clause 9.2 ( Term of Agreement; Removal of Spanish Administrator ) of the Spanish Administration Agreement.

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“ Spanish Advance ” has the meaning given to “Advance” in clause 2.3(a) of the Spanish Facility Agreement.

“ Spanish Aggregate Asset Amount ” means, as of any date of determination, the amount equal to the sum of each of the following with respect to Spanish FleetCo:


(a)	the aggregate Net Book Value of all Spanish Eligible Vehicles as of such date;


(b)	the aggregate amount of all Spanish Manufacturer Receivables as of such date;


(c)	the Due and Unpaid Lease Payment Amount in respect of the Spanish Master Lease as of such date; and


(d)	the Spanish Net VAT Receivables as of such date.

“ Spanish Back-Up Administration Agreement ” means the Spanish back-up administration agreement entered into between Spanish FleetCo, the Spanish Administrator, the Spanish Back-Up Administrator and the Spanish Security Trustee dated on or about the Signing Date.

“ Spanish Back-Up Administrator ” means TMF SFS Management B.V.

“ Spanish Back-Up Servicing Fee ” has the meaning given to it in Sub-Clause 5.1(a) ( Compensation ) of the Spanish Back-Up Administration Agreement.

“ Spanish Bank Account Pledge Agreement ” means the public deed of pledge over credit rights arising from bank accounts entered into on or about the Signing Date between Spanish FleetCo as Pledgor and the Spanish Security Trustee.

“ Spanish Carrying Charges ” means, for any Payment Date, without duplication, the sum of:


(a)	the Spanish Monthly Servicing Fee payable by Spanish FleetCo to the Spanish Servicer pursuant to the Spanish Master Lease on such Payment Date;


(b)	all reasonable out-of-pocket costs and expenses of Spanish FleetCo incurred in connection with the Spanish Notes;


(c)	all fees, expenses and other amounts payable by Spanish FleetCo under the Spanish Related Documents;


(d)	any accrued Spanish Carrying Charges that remain unpaid as of the immediately preceding Payment Date (after giving effect to all distributions in respect of such Payment Date); and


(e)	the Spanish Percentage of the Carrying Charges.

“ Spanish Class A Adjusted Advance Rate ” means, as of any date of determination, with respect to any Spanish AAA Select Component, a percentage equal to the greater of (A) (i) the Spanish Class A Baseline Advance Rate for such Spanish AAA Component, minus (ii) the Class A Concentration Excess Advance Rate Adjustment for such Spanish AAA Select Component minus (iii) the Class A MTM/DT Advance Rate Adjustment for such Spanish AAA Select Component; and (B) zero.

“ Spanish Class A Baseline Advance Rate ” means, with respect to each Spanish AAA Select Component, the percentage set forth opposite such Spanish AAA Select Component in the following table:

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Spanish AAA Component	Spanish Class A Baseline Advance Rate
Spanish Eligible Investment Grade Program Vehicle Amount	[REDACTED]
Spanish Eligible Investment Grade Program Receivable Amount
Spanish Eligible Non-Investment Grade Program Vehicle Amount
Spanish Eligible Non-Investment Grade (High) Program Receivable Amount
Spanish Eligible Investment Grade Non-Program Vehicle Amount
Spanish Eligible Non-Investment Grade Non-Program Vehicle Amount
Spanish Net VAT Receivables
Remainder AAA Amount

“ Spanish Class A Blended Advance Rate ” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Spanish Class A Blended Advance Rate Weighting Numerator and the denominator of which is the Spanish Class A Blended Advance Rate Weighting Denominator, in each case as of such date.

“ Spanish Class A Blended Advance Rate Weighting Denominator ” means, as of any date of determination, an amount equal to the sum of each Spanish AAA Select Component, in each case as of such date.

“ Spanish Class A Blended Advance Rate Weighting Numerator ” means, as of any date of determination, an amount equal to the sum of an amount with respect to each Spanish AAA Select Component equal to the product of such Spanish AAA Select Component and the Spanish Class A Adjusted Advance Rate with respect to such Spanish AAA Select Component, in each case as of such date.

“ Spanish Class B Adjusted Advance Rate ” means, as of any date of determination, with respect to any Spanish AAA Select Component, a percentage equal to the greater of (A) (i) the Spanish Class B Baseline Advance Rate for such Spanish AAA Component, minus (ii) the Class B Concentration Excess Advance Rate Adjustment for such Spanish AAA Select Component minus (iii) the Class B MTM/DT Advance Rate Adjustment for such Spanish AAA Select Component; and (B) zero.

“ Spanish Class B Baseline Advance Rate ” means, with respect to each Spanish AAA Select Component, the percentages agreed between the Issuer and the Class B Noteholders at the time the Class B Notes are first issued, which agreed percentages for the avoidance of doubt shall not require the consent of the Class A Noteholders.

“ Spanish Class B Blended Advance Rate ” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Spanish Class B Blended Advance Rate Weighting Numerator and the denominator of which is the Spanish Class B Blended Advance Rate Weighting Denominator, in each case as of such date.

“ Spanish Class B Blended Advance Rate Weighting Denominator ” means, as of any date of determination, an amount equal to the sum of each Spanish AAA Select Component, in each case as of such date.

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“ Spanish Class B Blended Advance Rate Weighting Numerator ” means, as of any date of determination, an amount equal to the sum of an amount with respect to each Spanish AAA Select Component equal to the product of such Spanish AAA Select Component and the Spanish Class B Adjusted Advance Rate with respect to such Spanish AAA Select Component, in each case as of such date.

“ Spanish Collateral ” means all of the assets which from time to time are, or are expressed to be, the subject of the Spanish Security.

“ Spanish Collection Account ” means the collection account in the name of Spanish FleetCo into which Spanish Collections shall be deposited.

“ Spanish Collections ” means all payments on or in respect of the Spanish Collateral.

“ Spanish Commitment Termination Date ” means 1 October 2048.

“ Spanish Daily Collection Report ” has the meaning specified in Sub-Clause 5.1(a) ( Daily Collection Reports ) of the Spanish Facility Agreement.

“ Spanish Daily Interest Allocation ” means, on each Spanish Deposit Date, an amount equal to the aggregate amount of Spanish Interest Collections deposited into the Spanish Transaction Account on such date.

“ Spanish Daily Interest Amount ” means, for any day in an Interest Period, an amount equal to the result of:


(a)	the product of (i) the Spanish Note Rate for such Interest Period and (ii) the Spanish Note Principal Amount as of the close of business on such date; divided by


(b)	30.

“ Spanish Daily Principal Allocation ” means, on each Spanish Deposit Date, an amount equal to the aggregate amount of Spanish Principal Collections deposited into the Spanish Transaction Account on such date.

“ Spanish Decrease ” has the meaning specified in Sub-Clause 2.4 ( Procedure for Decreasing the Spanish Note Principal Amount ) of the Spanish Facility Agreement.

“ Spanish Deposit Date ” has the meaning specified in Sub-Clause 7.1 ( Allocations with Respect to the Spanish Note ) of the Spanish Facility Agreement.

“ Spanish Eligible Investment Grade Non-Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value as of such date of each Investment Grade Non-Program Vehicle owned by Spanish FleetCo in respect of the Spanish Vehicles for which the Disposition Date has not occurred as of such date.

“ Spanish Eligible Investment Grade Program Receivable Amount ” means, as of any date of determination, the sum of all Eligible Manufacturer Receivables payable to Spanish FleetCo in respect of the Spanish Vehicles, as of such date by all Investment Grade Manufacturers.

“ Spanish Eligible Investment Grade Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value as of such date of each Investment Grade Program Vehicle owned by Spanish FleetCo in respect of the Spanish Vehicles for which the Disposition Date has not occurred as of such date.

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“ Spanish Eligible Non-Investment Grade (High) Program Receivable Amount ” means, as of any date of determination, the sum of all Eligible Manufacturer Receivables payable to Spanish FleetCo in respect of the Spanish Vehicles, as of such date by all Non-Investment Grade (High) Manufacturers.

“ Spanish Eligible Non-Investment Grade (Low) Program Receivable Amount ” means, as of any date of determination, the sum of all Manufacturer Receivables payable to Spanish FleetCo in respect of the Spanish Vehicles, as of such date by all Non-Investment Grade (Low) Manufacturers.

“ Spanish Eligible Non-Investment Grade Non-Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value of each Non-Investment Grade Non-Program Vehicle owned by Spanish FleetCo in respect of the Spanish Vehicles for which the Disposition Date has not occurred as of such date.

“ Spanish Eligible Non-Investment Grade Program Vehicle Amount ” means, as of any date of determination, the sum of the Net Book Value as of such date of each Non-Investment Grade (High) Program Vehicle and each Non-Investment Grade (Low) Program Vehicle, in each case, owned by Spanish FleetCo in respect of the Spanish Vehicles and for which the Disposition Date has not occurred as of such date.

“ Spanish Eligible Vehicles ” means the Eligible Vehicles owned by Spanish FleetCo in respect of the Spanish Vehicles.

“ Spanish Enforcement Notice ” has the meaning specified in Sub-Clause 6.1 ( Spanish Enforcement Notice ) of the Spanish Security Trust Deed.

“ Spanish Facility Agreement ” means the VFN issuance facility agreement entered into between Spanish FleetCo, the Spanish Noteholder and the Spanish Security Trustee dated on or about the Signing Date.

“Spanish FleetCo” means Stuurgroep Fleet (Netherlands) B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ), incorporated and existing under Dutch law, with its corporate seat in Amsterdam, the Netherlands, having its registered address at Siriusdreef 62, 2132 WT Hoofddorp, the Netherlands, registered with the Trade Register of the Dutch Chamber of Commerce under number 34275100. Stuurgroep Fleet (Netherlands) B.V. is acting through its Spanish branch, STUURGROEP FLEET (NETHERLANDS) B.V., SUCURSAL EN ESPAÑA, whose registered office is at calle Jacinto Benavente, 2, Edificio B, 3ª planta, Las Rozas de Madrid, Madrid (Spain) and registered with the Commercial Registry of Madrid under Volume 37748, Book M-672439, Folio 1.

“ Spanish Initial Principal Amount ” means €178,226,305.33.

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

“ Spanish Leasing Company Amortization Event ” has the meaning given to it in Sub-Clause 10.1 of the Spanish Facility Agreement.

“ Spanish Legal Final Payment Date ” means the one-year anniversary of the Spanish Commitment Termination Date.

“ Spanish Liquidation Co-ordination Agreement ” means the liquidation co-ordination agreement entered into between (among others) Spanish FleetCo, the Spanish Liquidation Co-ordinator and the Spanish Security Trustee dated on or about the Signing Date.

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“ Spanish Liquidation Co-ordinator ” means KPMG LLP.

“ Spanish Manufacturer Receivables ” means the Manufacturer Receivables owing to Spanish FleetCo in respect of Spanish Vehicles only.

“ Spanish Master Lease ” means the Spanish Master Lease and Servicing Agreement, dated on or about the Signing Date between, among others, Spanish FleetCo, as lessor thereunder and Spanish OpCo, as lessee and servicer.

“ Spanish Master Lease Payment Default ” means the occurrence of any event described in Sub-Clause 9.1.1 of the Spanish Master Lease.

“ Spanish Maximum Principal Amount ” means €500,000,000, as such amount may be increased or reduced from time to time pursuant to written agreement between the Spanish Noteholder and Spanish FleetCo, provided that no such reduction shall cause the Spanish Maximum Principal Amount to be less than the Spanish Note Principal Amount.

“ Spanish Minimum Profit Amount ” means, on an annual basis, an amount equal to five per cent. (5%) of Spanish Servicing Fee payable under the Spanish Master Lease as the local GAAP profit before tax.

“ Spanish Monthly Administration Fee ” has the meaning specified in Clause 4 ( Compensation ) of the Spanish Administration Agreement.

“ Spanish Monthly Collateral Certificate ” has the meaning specified in Sub-Clause 5.1(d) ( Spanish Monthly Collateral Certificate ) of the Spanish Facility Agreement.

“ Spanish Monthly Interest ” means, with respect to any Payment Date, an amount equal to the sum of:


(a)	the Spanish Daily Interest Amount for each day in the Interest Period related to such Payment Date; plus


(b)	all previously due and unpaid amounts described in paragraph (a) with respect to prior Interest Periods (together with interest on such unpaid amounts required to be paid in this paragraph (b) at the Spanish Note Rate).

“ Spanish Monthly Servicing Certificate ” has the meaning specified in Sub-Clause 5.1(c)( Monthly Servicing Certificate ) of the Spanish Facility Agreement.

“ Spanish Monthly Servicing Fee ” has the meaning specified in Clause 6.6 ( Servicer’s Monthly Fee ) of the Spanish Master Lease.

“ Spanish Note Framework Agreement ” means the note framework agreement entered into between Spanish FleetCo and the Spanish Security Trustee dated on or about the Signing Date.

“ Spanish Net VAT Receivables ” means the Net VAT Receivables owing to Spanish FleetCo.

“ Spanish Note Principal Amount ” means, when used with respect to any date, an amount equal to the result of: (i) the Spanish Initial Principal Amount, plus (ii) the principal amount of the portion of all Spanish Advances funded by the Spanish Noteholder on or prior to such date, minus (iii) the amount of principal payments (whether pursuant to a Spanish Decrease, a redemption or otherwise) made to such Spanish Noteholder pursuant to the Spanish Facility Agreement.

“ Spanish Note Rate ” means, for any Interest Period, the rate, as determined by the Issuer in its reasonable discretion, reflecting (i) the Spanish Percentage of the Carrying Charges payable by the

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Issuer for such Interest Period and (ii) the proportion of interest costs by the Issuer for such Interest Period attributable to Spanish FleetCo (based on the Spanish Class A Blended Advance Rate).

“ Spanish Note Register ” has the meaning specified in Sub-Clause 2.6 ( Spanish Note Register ) of the Spanish Note Framework Agreement.

“ Spanish Note Repurchase Amount ” means, as of any date of determination, the sum of the Spanish Note Principal Amount plus all accrued and unpaid interest thereon and any fees in respect thereof then due and payable to the Spanish Noteholder.

“ Spanish Noteholder ” means the Issuer.

“ Spanish Notes ” means each variable funding rental car asset backed note issued by Spanish FleetCo pursuant to and in accordance with the Spanish Note Framework Agreement and the Spanish Facility Agreement.

“ Spanish OpCo ” means Hertz de España, S.L., a limited liability company incorporated and existing under the laws of the Kingdom of Spain, wih registered office at calle Jacinto Benavente 2, Edificio B, 3ª planta, Las Rozas, Madrid (Spain) and Spanish Tax Id number B-28121549.

“ Spanish Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Spanish Note Principal Amount as of such date and the denominator of which is the sum of the Dutch Note Principal Amount, the French Facility Principal Amount, the German Note Principal Amount and the Spanish Note Principal Amount, in each case as of such date.

“ Spanish Potential Leasing Company Amortization Event ” means any occurrence or event that, with the giving of notice, the passage of time or both, would constitute a Spanish Leasing Company Amortization Event.

“ Spanish Predecessor Administrator Work Product ” has the meaning given to it in Sub-Clause 5.4 ( Reliance on Prior Work Product ) of the Spanish Back-Up Administration Agreement.

“ Spanish Pledge over Credit Rights ” means the public deed of pledge over credit rights dated on or around the Signing Date between Spanish FleetCo as Pledgor and the Spanish Security Trustee.

“ Spanish Pledge over VAT Receivables ” means the public deed of pledge over credit rights arising from VAT Receivables dated on or around the Signing Date between Spanish FleetCo as Pledgor and the Spanish Security Trustee.

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

“ Spanish Priority of Payments ” means the priority of payments applicable to the payments owed by Spanish FleetCo under the Spanish Related Documents set out in Sub-Clauses 7.4 ( Application of Spanish Interest Collections ) and 7.5 ( Application of Spanish Principal Collections ) of the Spanish Facility Agreement.

“ Spanish Registrar ” means the Spanish Administrator.

“ Spanish Related Document Actions ” has the meaning specified in Sub-Clause 9.23(c) ( Actions under the Spanish Related Documents and Manufacturer Programs ) of the Spanish Facility Agreement.

“ Spanish Related Documents ” means, collectively, the Spanish Facility Agreement, the Spanish Note Framework Agreement, the Spanish Administration Agreement, the Spanish Back-Up Administration Agreement, the Spanish Liquidation Co-ordination Agreement, the Spanish Security

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Documents, the Spanish Master Lease, the Spanish Third Party Holding Agreement, the Spanish Transfer Agreement, the Tax Deed of Covenant and any other agreements relating to the issuance or the purchase of the Spanish Notes.

“ Spanish Repeating Representations ” means the representations and warranties of Spanish FleetCo set out in Clause 8 ( Representations and Warranties ) of the Spanish Facility Agreement save for: (i) Sub-Clause 8.3 ( No Consent ); (ii) Sub-Clause 8.12 ( Ownership of Limited Liability Company Interests ); (iii) Sub-Clause 8.20 ( Stamp Taxes ); (iv) Sub-Clause 8.21 ( Capitalisation ); (v) Sub-Clause 8.22 ( No Distributions ); and (vi) Sub-Clause 8.23 ( Beneficial Owner ).

“ Spanish Repurchase Date ” has the meaning given to it in Sub-Clause 11.1 ( Optional Redemption of the Spanish Note ) of the Spanish Facility Agreement.

“ Spanish Secured Obligations ” means the aggregate of Spanish FleetCo’s Indebtedness, liabilities and obligations which are now or may at any time hereafter be due, owing or incurred in any manner whatsoever to the Spanish Secured Parties:


(a)	whether actually or contingently; or


(b)	whether presently due or falling due at some future time,

arising under the Spanish Related Documents and the Spanish Note, whether solely or jointly with another person, whether as principal or surely and whether or not the Spanish Secured Parties shall have been an original party to the relevant transaction and in whatever currency denominated.

“ Spanish Secured Party ” means each of the Parties listed at Schedule 1 ( Spanish Secured Parties ) to the Spanish Security Trust Deed.

“ Spanish Security ” means the security interests granted to the Spanish Security Trustee pursuant to the Spanish Security Documents.

“ Spanish Security Documents ” means the Spanish Security Trust Deed, the Spanish Vehicle Pledge Agreement, the Spanish Bank Account Pledge Agreement, the Spanish Pledge over Credit Rights, the Spanish Pledge over VAT Receivables, the Spanish Third Party Holding Agreement and the Dutch Shares Pledge.

“ Spanish Security Trust Deed ” means the security trust deed dated on or about the Signing Date entered into between the Issuer Security Trustee, the Spanish Security Trustee, Spanish FleetCo and the Spanish Secured Parties named therein.

“ Spanish Security Trustee ” means BNP Paribas Trust Corporation UK Limited.

“ Spanish Servicer ” means Hertz de España, S.L., in its capacity as servicer under the Spanish Master Lease.

“ Spanish Servicing Fee ” means €400,000 per annum or such other adjusted amount notified to the Lessor by the Spanish Servicer based on the reasonable costs and expenses incurred in connection with the provision of services in accordance with the Spanish Master Lease.

“ Spanish Supplemental Documents ” means the Lease Vehicle Acquisition Schedules, the Intra-Lease Lessee Transfer Schedules and any other related documents attached to the Spanish Master Lease, in each case solely to the extent to which such schedules and documents relate to Lease Vehicles or otherwise relate to and/or constitute Spanish Collateral.

“ Spanish Third Party Holder ” means Hertz de España, S.L.

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“ Spanish Third Party Holding Agreement ” means the Spanish third party holding agreement dated on or around the Signing Date entered into by the Spanish Security Trustee and the Spanish Third Party Holder.

“ Spanish Transaction Account ” means the transaction account in the name of Spanish FleetCo from which withdrawals are made in accordance with Clause 7 ( Applications and Distributions ) of the Spanish Facility Agreement.

“ Spanish Transfer Agreement ” means the sale and purchase agreement dated on or around the Signing Date entered into by the Spanish Third Party Holder and Spanish FleetCo.

“ Spanish Transfer Date ” has the meaning specified in Sub-Clause 3.1 ( Transfer of Administrative Obligations ) of the Spanish Back-Up Administration Agreement.

“ Spanish Vehicle Pledge Agreement ” means the Spanish vehicle pledge agreement dated on or around the Signing Date entered into between Spanish FleetCo as Pledgor, the Spanish Security Trustee and the Spanish Third Party Holder.

“ Spanish Vehicle Documents ” means the registration documents, keys and spare keys to the Spanish Vehicles.

“ Spanish Vehicles ” means all Vehicles owned by Spanish FleetCo and which are leased pursuant to the Spanish Master Lease (which, for the avoidance of doubt, excludes any Dutch Vehicles).

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2	PRINCIPLES OF INTERPRETATION AND CONSTRUCTION

2.1 Knowledge

References in any Related Document to the expression “so far as a person is aware” or “to the best of the knowledge, information and belief of a person” or any similar expression in respect of any matter shall be deemed to refer to the actual knowledge of senior officers of the person, together with the knowledge which such persons could have had if they had made all reasonable enquiries.

Subject to the provisions of the Issuer Security Trust Deed, Dutch Security Trust Deed, French Security Trust Deed, German Security Trust Deed and Spanish Security Trust Deed relating to the awareness of certain events by the Issuer Security Trustee, Dutch Security Trustee, French Security Trustee, German Security Trustee and Spanish Security Trustee, as the case may be, the Issuer Security Trustee, Dutch Security Trustee, French Security Trustee, German Security Trustee and Spanish Security Trustee are taken not to be aware of anything until an officer or employee of the Issuer Security Trustee, Dutch Security Trustee, French Security Trustee, German Security Trustee and Spanish Security Trustee, as the case may be (or a related entity of the Issuer Security Trustee, Dutch Security Trustee, French Security Trustee, German Security Trustee and Spanish Security Trustee, as the case may be), having day to day responsibility for the administration or management of the transactions contemplated by the Related Documents has actual knowledge of sufficient facts to ascertain that thing.

2.2 Interpretation

Any reference in any Related Document to:


(a)	a “ Related Document ” or any other agreement or instrument is a reference to that Related Document, or other agreement or instrument as amended, novated, supplemented, extended, restated or replaced;


(b)	an “ asset ” includes present and future reserves and property;

(c)

“ continuing ”, means, in relation to a Liquidation Event, Amortization Event, Issuer Administrator Default, FleetCo Administrator Default, Manufacturer Event of Default, Lease Event of Default, Subordinated Note Event of Default, Dutch Master Lease Payment Default, French Master Lease Payment Default, German Master Lease Payment Default, Spanish Master Lease Payment Default, Servicer Termination Event or any Potential Amortization Event, such circumstance or event has occurred and has not been remedied or waived;


(d)	“ including ” shall be construed as a reference to “ including without limitation ”, so that any list of items or matters appearing after the word “ including ” shall be deemed not to be an exhaustive list, but shall be deemed rather to be a representative list, of those items or matters forming a part of the category described prior to the word “ including ”;

(e)

a “ law ” shall be construed as any law (including common or customary law), statute, constitution, decree, judgment, treaty, regulation, directive, bye law, order or any other legislative measure of any government, supranational, local government, statutory or regulatory body or court, in each case, as amended, modified, codified, re-enacted or replaced, in whole or in part, and in effect from time to time;


(f)	a “ month ” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next succeeding calendar month except that:

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(i)	if any such numerically corresponding day is not a Business Day, such period shall end on the immediately succeeding Business Day to occur in that next succeeding calendar month or, if none, it shall end on the immediately preceding Business Day; and


(ii)	if there is no numerically corresponding day in that next succeeding calendar month, that period shall end on the last Business Day in that next succeeding calendar month,

and references to “ months ” shall be construed accordingly;


(g)	“ principal ” shall, where applicable, include premium;


(h)	“ repay ”, “ redeem ” and “ pay ” shall each include both of the others and “ repaid ”, “ repayable ” and “ repayment ”, “ redeemed ”, “ redeemable ” and “ redemption ” and “ paid ”, “ payable ” and “ payment ” shall be construed accordingly;


(i)	a “ successor ” of any party shall be construed so as to include an assignee or successor in title of such party and any person who under the laws of the jurisdiction of incorporation or domicile of such party has assumed the rights and obligations of such party under any document or to which, under such laws, such rights and obligations have been transferred;


(j)	a “ wholly owned subsidiary ” of a company or corporation shall be construed as a reference to any company or corporation which has no other members except that other company or corporation and that other company’s or corporation’s wholly owned subsidiaries or persons acting on behalf of that other company or corporation or its wholly owned subsidiaries;


(k)	“ Euro ”, “ Euros ”, “ EUR ” or “ € ” is a reference to the official currency of the European Union;


(l)	“ Sterling ”, “ pounds ”, “ GBP ” or “ £ ” is a reference to the official currency of the United Kingdom;


(m)	the “ date hereof ” is a reference to the original date of the Related Document; and


(n)	a Person include such Person’s permitted successors and assigns.

2.3 Other agreements

Any reference to the Master Definitions and Constructions Agreement or any other agreement or document shall be construed as a reference to the Master Definitions and Constructions Agreement or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, modified, varied, novated, supplemented or replaced.

2.4 Statutes and Treaties

Any reference to a statute or treaty shall be construed as a reference to such statute or treaty as the same may have been, or may from time to time be, amended or, in the case of a statute, re-enacted.

2.5 Schedules

Any Schedule of, or Annex or Exhibit to a Related Document forms an integral and essential part of such agreement and shall have the same force and effect as if the provisions of such Schedule, Annex or Exhibit were set out in the body of such Related Document. Any reference to a Related Document shall include any such Schedule, Annex or Exhibit.

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2.6 Headings

Clause, Part, Schedule, Paragraph and Clause headings and any tables of contents are for ease of reference only and shall not affect the construction of any Related Document and shall in no way modify or restrict any of the terms or provisions of any Related Document.

2.7 Clauses

Except as otherwise specified in a Related Document, reference in a Related Document to:


(a)	a “ Clause ” shall be construed as a reference to a Clause of such document;


(b)	a “ Sub-Clause ” shall be construed as a reference to a Sub-Clause of such document;


(c)	a “ Part ” shall be construed as a reference to a Part of such document;


(d)	a “ Schedule ” shall be construed as a reference to a Schedule of such document;


(e)	a “ Paragraph ” shall be construed as a reference to a Paragraph of a Schedule of such document; and


(f)	“ this Agreement ” or “ this Deed ”, as the case may be, shall be construed as a reference to such document together with any Schedules thereto.

2.8 Number

Save where the context otherwise requires, words importing the singular number include the plural and vice versa .

2.9 Time of the Essence; Time of Day

Any date or period specified in any document may be postponed or extended by mutual agreement between the applicable parties, but as regards any date or period originally fixed or so postponed or extended, time shall be of the essence. Reference to any time of day is a reference to such time in London unless otherwise stated.

2.10 Spelling Conventions

For the avoidance of doubt, any words importing an American English spelling variety shall have the same meaning and legal effect as though the British English spelling variety had been used.

2.11 Validity

If any obligations of a party to a Related Document or provisions of a Related Document are subject to or contrary to any mandatory principles of applicable law, compliance with such obligations and/or provisions of the Related Document shall be deemed to be subject to such mandatory principles (or waived) to the extent necessary to be in compliance with such law.

Notwithstanding any term of any Related Document, the consent of any Person who is not a party hereto is not required to rescind or vary this Master Definitions and Constructions Agreement at any time.

2.12 Non-Petition – Regency Assets DAC

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and acknowledges to Regency, that neither it nor any person on its behalf shall initiate or join any person in initiating an Event of Bankruptcy or the appointment of any Insolvency Official in relation to Regency until the date following two years and one day after all notes and commercial paper issued by Regency have been redeemed in full and all of Regency’s obligations and liabilities (whether actual or contingent) arising or incurred under or in connection with its asset-backed commercial paper programme or any other notes programme established by it have been discharged in full.

2.13 Enforcement under French Law Related Documents

Unless otherwise required in the relevant French Law Related Document, in accordance with article 1344 of the French Code civil, the parties to any French Law Related Document agree that no formal notice ( mise en demeure ) shall be served by a party to another party before exercising any of its rights or legal remedies under this French Law Related Document. In particular, with respect to any payment obligation, the debtor of such payment obligation shall be due to pay when such payment obligation is due and payable and no formal notice to pay shall be served beforehand in this respect.

2.14 Limited Recourse – Regency Assets DAC

Notwithstanding any other provision of this Agreement, each party hereto agrees and acknowledges with Regency that:

(a)

it will only have recourse in respect of any amount, claim or obligation due or owing to it by Regency (the “ Claims ”) to the extent of available funds pursuant to Regency’s programme documents in respect of its USD$20,000,000,000 asset-backed commercial papers notes issuance programme (the “ Programme Documents ”) subject to and in accordance with the terms thereof and after all other prior ranking claims in respect thereof have been satisfied and discharged in full;

(b)


(c)	the obligations of Regency under the Programme Documents and this Agreement will not be obligations or responsibilities of, or guaranteed by, any other person or entity.

2.15 Corporate Obligation – Regency Assets DAC

The provisions of Sub-Clauses 2.12 ( Non-Petition – Regency Assets DAC ), 2.13 ( Limited Recourse – Regency Assets DAC ) and 2.14 ( Corporate Obligation – Regency Assets DAC ) shall survive the termination of this Agreement.

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2.16 Non-Petition – Gresham Receivables (No. 32) UK Limited

2.17 Limited Recourse – Gresham Receivables (No. 32) UK Limited

Notwithstanding any other provision of this Agreement, each party hereto agrees and acknowledges with Gresham that:

(a)

(b)


(c)	the obligations of Gresham under the Programme Documents and this Agreement will not be obligations or responsibilities of, or guaranteed by, any other person or entity.

2.18 Corporate Obligation – Gresham Receivables (No. 32) UK Limited

Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement of Gresham contained in this Agreement shall be had against any shareholder, member, officer, director, employee or agent of Gresham, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is a corporate obligation of Gresham, and that no personal liability shall attach to or be incurred by the shareholders, members, officers, directors, employees or agency of Gresham, as such, or any of them under or by reason of any of the obligations, covenants or agreements of Gresham contained in this Agreement or implied therefrom and that any and all personal liability for breaches by Gresham of any of such obligations, covenants or agreements, either at law or by statute or constitution of every such shareholder, member, officer, director, employee or agent is hereby expressly waived as a condition of an in consideration for the execution of this Agreement.

2.19 Non-Petition – Matchpoint Finance Plc

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medium term note of Matchpoint, if any, is paid in full. This Clause shall survive termination of this Agreement and the termination of each Transaction Document to which Matchpoint is a party to

2.20 Limited Recourse – Matchpoint Finance Plc

The obligations of Matchpoint under this Agreement are solely the corporate obligations of Matchpoint and are payable solely to the extent of available funds pursuant to the Programme Documents. No recourse shall be had for the payment of any amount owing by Matchpoint under this Agreement or for the payment by Matchpoint of any fee in respect hereof or any other obligation or claim of or against Matchpoint arising out of or based upon this Agreement, against any employee, director, officer, member, manager or affiliate of Matchpoint; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might have as a result of fraudulent acts or omissions committed by them. Each party agrees that Matchpoint shall be liable for any claims that it may have against Matchpoint only to the extent that Matchpoint has funds available for such purpose in accordance with the programme documents in respect of its Euro 10,000,000,000 asset-backed commercial paper notes issuance programme (“Programme Documents”) and that, to the extent that any such claims remain unpaid after the application of such funds in accordance with the Programme Documents such claims shall be extinguished. The provisions of this Clause 2.19 will survive the termination of this Agreement and the termination of each Transaction Document to which Matchpoint is a party.

2.21 Limited Recourse and Non-Petition – Sheffield Receivables Company LLC

(a)

(b)

Each party hereto (other than Sheffield with respect to itself) hereby agrees that with respect to Sheffield, at any time from the date of this Agreement to the date which is one year and one day after the later of (i) the Legal Final Payment Date; and (ii) repayment in full of all Advances advanced by Sheffield, it will not institute against, or join any other person or entity in instituting against Sheffield any bankruptcy, reorganisation, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of England and the United States, any state of the United States or any other jurisdiction with authority over Sheffield or any or all of its assets.

2.22 Non-Petition – Irish Ring Receivables Purchaser Designated Activity Company

Notwithstanding anything to the contrary herein or in any Issuer Related Document to which Irish Ring Receivables Purchaser Designated Activity Company (“ Irish Ring ”) is expressed to be a party, each party to this Deed hereby agrees with and acknowledges to Irish Ring, that neither it nor any person on its behalf shall initiate or join any person in initiating an Event of Bankruptcy or the appointment of any Insolvency Official in relation to Irish Ring until the date following two years and one day after all notes and commercial paper issued by Irish Ring (or the Person(s) issuing notes and commercial paper as part of a conduit arrangement with Irish Ring) have been redeemed in full

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and all of Irish Ring’s obligations and liabilities (whether actual or contingent) arising or incurred under or in connection with such asset-backed commercial paper programme or any other notes programme established by it have been discharged in full.

2.23 Limited Recourse – Irish Ring Receivables Purchaser Designated Activity Company

Notwithstanding any other provision of this Deed, each party hereto agrees and acknowledges with Irish Ring that:

(a)

it will only have recourse in respect of any amount, claim or obligation due or owing to it by Irish Ring (the “Claims”) to the extent of available funds pursuant to the asset-backed commercial paper notes issuance programme (the “Programme Documents”) of which Irish Ring is a part subject to and in accordance with the terms thereof and after all other prior ranking claims in respect thereof have been satisfied and discharged in full;

(b)


(c)	the obligations of Irish Ring under the Programme Documents and this Agreement will not be obligations or responsibilities of, or guaranteed by, any other person or entity.

2.24 Corporate Obligation – Irish Ring Receivables Purchaser Designated Activity Company

Notwithstanding any other provision of this Deed, no recourse under any obligation, covenant or agreement of Irish Ring contained in this Agreement shall be had against any shareholder, member, officer, director, employee or agent of Irish Ring, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is a corporate obligation of Irish Ring, and that no personal liability shall attach to or be incurred by the shareholders, members, officers, directors, employees or agency of Irish Ring, as such, or any of them under or by reason of any of the obligations, covenants or agreements of Irish Ring contained in this Deed or implied therefrom and that any and all personal liability for breaches by Irish Ring of any of such obligations, covenants or agreements, either at law or by statute or constitution of every such shareholder, member, officer, director, employee or agent is hereby expressly waived as a condition of an in consideration for the execution of this Deed.

2.25 Limited Recourse and Non-Petition – Managed and Enhanced Tap (Magenta) Funding S.T.

Each of the parties hereto (other than the Replacement VFN Noteholder) acting for itself hereby acknowledges and agrees that:

(a)

all sums due or owing to any party from or by the Replacement VFN Noteholder hereunder shall be payable by the Replacement VFN Noteholder in accordance with the Compartment Order of Priority, and provided that all liabilities of the Replacement VFN Noteholder required to be paid in priority thereto and a pro rata amount of all amounts to be paid pari passu therewith pursuant to the Compartment Order of Priority, have been paid, discharged and/or otherwise provided for in full;


(b)	it shall not be entitled to take any steps or proceedings which would result in the Compartment Order of Priority not being observed;

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(c)	it shall not to take any action or proceedings against the Replacement VFN Noteholder to recover any amounts payable by the Replacement VFN Noteholder to it hereunder;


(d)	pursuant to article L. 214-175-III of the French Code monétaire et financier, any claim it may have against the Replacement VFN Noteholder subject to the Compartment Order of Priority and any statutory priority of payment; and


(e)	pursuant to article L.214-175-III of the French Code monétaire et financier, neither the Compartment nor Managed and Enhanced Tap (Magenta) Funding S.T. is subject to the provisions of Book VI of the French Code de commerce relating to insolvency proceedings.

Where:

“Compartment Order of Priority” means the following order of priority, with no sum being applied to an item with a lower ranking in the order of priority until all items with a higher ranking have been paid in full:

Firstly : on a pro rata and pari passu basis, (i) to transfer to the ABCP Programme Account (as defined in the Common Terms Agreement) such amounts as are required to pay or to provide for the pro rata share of ABCP Programme Expenses (as defined in the Common Terms Agreement) allocated to the Replacement VFN Noteholder, as determined by the Calculation Agent (as defined in the Common Terms Agreement), and (ii) to pay or to provide for any commitment fees under any Transaction Specific Liquidity Facility Agreement entered into by the Replacement VFN Noteholder;


ii.	Secondly: to the payment or the provisioning on a pro rata and pari passu basis of the following:


1.	to transfer to the ABCP Programme Account such amounts as are required to finance the amounts due (whether in respect of interest capital or discount) under the CP Notes (as defined in the Common Terms Agreement) issued by Managed and Enhanced Tap (Magenta) Funding S.T. to re-finance the Replacement VFN Noteholder as determined by the Calculation Agent;


2.	the payment of the subscription price of the applicable VFN by the Replacement VFN Noteholder;

the payment of the principal and interest amounts of any advances made available to the Replacement VFN Noteholder under Transaction Specific Liquidity Facilities (as defined in the Common Terms Agreement) which are due to be paid on such day and were drawn under the circumstances set out in Clauses 6.2.1 or 6.2.2 of the ABCP Programme Master Framework Agreement (as defined in the Common Terms Agreement); and


4.	to the Repo Counterparty (as defined in the Common Terms Agreement), the amounts (if any) due under a Repo Agreement (as defined in the Common Terms Agreement) in respect of the Repurchase Price of Eligible Assets (as such terms are defined in the Common Terms Agreement).


iii.	Thirdly: to pay or to provide for any increased costs under any Transaction Specific Liquidity Facility Agreement entered into by the Replacement VFN Noteholder;


iv.	Fourthly: on any date other than the date the Replacement VFN Noteholder is liquidated, any surplus funds shall be paid to the ABCP Programme Account; and

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v.	Fifthly: on the date the Replacement VFN Noteholder is liquidated, any surplus funds shall be distributed to the shareholders.

“Common Terms Agreement” means the agreement entitled “Definitions, Interpretation and Common Terms Agreement” entered into on 12 March 2010 between Managed and Enhanced Tap (MAGENTA) Funding S.T., Eurotitrisation and Natixis, as amended from time to time.

“Transaction Specific Liquidity Facility Agreement” means the facility agreement entered into by the Acceding Senior Noteholder with Natixis as liquidity bank for an amount of EUR 117,300,000.

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3 NOTICES

Any notice or communication by any party hereto to another, whether pursuant to any Related Document or for any purpose that is otherwise ancillary to such Related Document, shall be in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), e-mail, facsimile (other than in the case of the Issuer Security Trustee or any FleetCo Security Trustee) or overnight air courier guaranteeing next day delivery to the relevant address listed below:

Issuer and FCT Noteholder :

INTERNATIONAL FLEET FINANCING NO.2 B.V.

Address: Fourth Floor

3 George’s Dock

IFSC

Dublin 1, Ireland

Telephone: +353 1 612 5555

Fax: +353 1 612 5550

Email: ireland@wilmingtontrust.com

Dutch OpCo, Dutch Lessee, Dutch Administrator and Dutch Servicer :

HERTZ AUTOMOBIELEN NEDERLAND B.V.

Address: Siriusdreef 62, 2132

WT Hoofddorp

The Netherlands

Email: bdavies@hertz.com/fbagchi@hertz.com

Attention: Bryn Davies / Falguni Bagchi

Dutch FleetCo and Dutch Lessor :

STUURGROEP FLEET (NETHERLANDS) B.V.
Address: Siriusdreef 62, 2132

WT Hoofddorp

The Netherlands
Email: bdavies@hertz.com/fbagchi@hertz.com

Attention: Bryn Davies / Falguni Bagchi

With a copy to the board of directors:

INTERTRUST MANAGEMENT B.V.

Address: Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands

Telephone: +31 20 521 4777

Fax: +31 20 521 4832

Email: NL-dutchfleetco@intertrustgroup.com

Attention: Floor Coomans-Piscaer and Kristina Adamovich

French OpCo, French Lessee, French Administrator and French Servicer :

HERTZ FRANCE S.A.S.

Address: 1/3 avenue Westphalie, Immeuble Futura 3

78180 Montigny Le Bretonneux

France

Email: bdavies@hertz.com/fbagchi@hertz.com

Attention: Bryn Davies / Falguni Bagchi

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OMITTED PORTIONS INDICATED BY [*REDACTED*].

French FleetCo and French Lessor :

RAC FINANCE S.A.S.
Address: 172 avenue Marcel Dassault

60000 Beauvais

France
Email: bdavies@hertz.com/fbagchi@hertz.com
Attention: Bryn Davies / Falguni Bagchi

With a copy to:

TMF France Management SARL, President

yvette.van.loon@TMF-Group.com

Spanish OpCo, Spanish Lessee, Spanish Administrator and Spanish Servicer :

HERTZ DE ESPANA SL
Address: Calle Jacinto Benavente, 2, Edificio B, 3ª planta

Las Rozas de Madrid, Madrid

Spain
Telephone:    +34 91 509 73 00
Email:        nuria.serrano@hertz.com; bdavies@hertz.com; fbagchi@hertz.com
Attention:    Nuria Serrano Gómez / Bryn Davies / Falguni Bagchi

Spanish FleetCo and Spanish Lessor :

STUURGROEP FLEET (NETHERLANDS) B.V., SPANISH BRANCH
Address: Calle Jacinto Benavente, 2, Edificio B, 3ª planta

Las Rozas de Madrid, Madrid

Spain
Telephone:    +34 91 509 73 00
Email:        mporrero@hertz.com; bdavies@hertz.com; fbagchi@hertz.com
Attention:    Maria José Porrero Valor / Bryn Davies / Falguni Bagchi

With a copy to the board of directors:

INTERTRUST MANAGEMENT B.V.

Address: Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands

Telephone: +31 20 521 4777

Fax: +31 20 521 4832

Email: NL-dutchfleetco@intertrustgroup.com

Attention: Floor Coomans-Piscaer and Kristina Adamovich

German FleetCo and German Lessor :

HERTZ FLEET LIMITED
Address: Hertz Europe Service Centre

Swords Business Park, Swords, Co. Dublin

Ireland
Telephone:    00353 1 649 2000
Fax:        00353 1 649 2649
Email:        bdavies@hertz.com / fbagchi@hertz.com
Attention:    Bryn Davies / Falguni Bagchi

With a copy to:

Ireland@WilmingtonTrust.com / GSL@algoodbody.com

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Attention: The Directors

German OpCo, German Lessee, German Administrator and German Servicer :

HERTZ AUTOVERMIETUNG GMBH

Address: Ludwig-Erhard-Strasse 12,

65760 Eschborn,

Germany
Email: bdavies@hertz.com/fbagchi@hertz.com

Attention: Bryn Davies/Falguni Bagchi

Issuer Security Trustee and FleetCo Security Trustee :

BNP PARIBAS TRUST CORPORATION UK LIMITED

Address: 10 Harewood Avenue

London NW1 6AA

United Kingdom

Fax: +44 (0) 20 7595 5078

Email: trustee.london@bnpparibas.com

FCT Management Company:

EUROTITRISATION
Address: 12 rue James Watt

93200 Saint Denis

France
Telephone:    +33 1 74 73 04 74
Facsimile:    +33 1 74 73 04 51
Email:    fctyellowcar@eurotitrisation.fr
Attention:    FCT Manager

FCT Custodian :

BNP PARIBAS SECURITIES SERVICES

Address: ACI: CKA02B1

3, 5, 7 rue Général Compans

93500 Pantin
Telephone: +33 (0) 1 42 98 56 04 /+33 (0) 1 42 98 75 07

Email: paris_bp2s_fdo_titrisation@bnpparibas.com
Attention: FCT Yellow CAR

FCT Registrar :

BNP PARIBAS SECURITIES SERVICES

Address: 3, 5, 7 rue Général Compans

93500 Pantin
Email: paris_bp2s_support_clients_fcpr_opci@bnpparibas.com
Attention: Clients FCPR OPCI

FCT Paying Agent:

BNP PARIBAS SECURITIES SERVICES

Address: AFS-FCPR-FCPI processing

9, rue du débarcadère

93500 Pantin

E-mail: PARIS_BP2S_SUPPORT_CLIENTS_FCPR_OPCI@bnpparibas.com

Attention: FCT Yellow CAR

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FCT Servicer :

BNP PARIBAS S.A.

Address: ACI: CAA05B1 – 3

rue d’Antin, 75002

Paris
Telephone:     +33 (0)1 42 98 19 40 /+33 (0) 1 55 77 47 36
Facsimile:     33 (0) 1 42 98 60 02
Email:     paris_cib_sec_hertz@bnpparibas.com / jerome.eschbach@bnpparibas.com /

eric.moulinet@bnpparibas.com

Attention: Jérôme Eschbach / Eric Moulinet

Registrar :

BNP PARIBAS SECURITIES SERVICES, LUXEMBOURG BRANCH

Address: 60, avenue J.F. Kennedy

L-1855 Luxembourg

(Postal Address : L – 2085 Luxembourg)
Telephone:    +352 2696 2000
Fax:        +352 2696 9757
Email:        lux.ostdomiciliees@bnpparibas.com
Attention:    Corporate Trust Operations

Issuer Administrator

HERTZ EUROPE LIMITED

Address: Hertz House, 11 Vine Street

Uxbridge UB8 1QE

United Kingdom
Email: bdavies@hertz.com/fbagchi@hertz.com

Attention: Bryn Davies/Falguni Bagchi

Issuer Back-Up Administrator, Dutch Back-Up Administrator, French Back-Up Administrator, German Back-Up Administrator and Spanish Back-Up Administrator:

TMF SFS MANAGEMENT B.V.
Address: Herikerbergweg 238

1101 CM Amsterdam

The Netherlands
Telephone:    +31(0) 20 5755600
Fax:    +31(0) 20 6730016
Email:    AMS.Secretary.SFS@TMG-Group.com (“Hertz Issuer Back-Up
    Administrator” in subject line)
Attention:    The Managing Director

Dutch Liquidation Co-ordinator, French Liquidation Co-ordinator, German Liquidation Co-ordinator and Spanish Liquidation Co-ordinator:

KPMG LLP

Address: 15 Canada Square

London, E14 5GL

United Kingdom
Telephone: +44 7976 323262
Email: Craig.Masters@kpmg.co.uk; Ed.Boyle@kpmg.co.uk;

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ProjectMalachite@kpmg.co.uk
Attention: Craig Masters

FCT Account Bank :

BNP PARIBAS SECURITIES SERVICES

Address: 3, 5, 7 rue Général Compans

93500 Pantin
Fax: +33 1 55 77 78 90 (securities instruction)

Fax:         +33(0) 1 42 98 41 94 (cash instruction)
Email:        paris_bp2s_mc_do_settlement@bnpparibas.com (securities instruction)
Email:        paris_bp2s_fct_cash@bnpparibas.com (cash instruction)

Guarantor :

THE HERTZ CORPORATION

Address: 8501 Williams Road

Estero, Florida 33928
Telephone:    +1 201 307 2607
Fax:        +1 866 444 2755
Attention:    Treasurer

With copies to:

The Hertz Corporation

8501 Williams Road

Estero, Florida 33928

Telephone: +1 239 301 7290

Fax: +1 866 888 3765

Attention: General Counsel

The Hertz Corporation

255 Brae Boulevard

Park Ridge, NJ 07656

Telephone: +1 201 307 2000

Fax: +1 201 307 2746

Attention: Treasury Department

Subordinated Noteholder, Subordinated Note Registrar, Convertible Notes Holder, Preference Certificate Holder :

HERTZ HOLDINGS NETHERLANDS B.V.

Address: Siriusdreef 62, 2132

WT Hoofddorp

The Netherlands
Email: bdavies@hertz.com/fbagchi@hertz.com

Attention: Bryn Davies/Falguni Bagchi

Dutch Account Bank :

BNP PARIBAS S.A., NETHERLANDS BRANCH.

Address:    Herengracht 595, 1017 CE Amsterdam, the Netherlands
Telephone:    +31 (0) 20 5501 384
Email:        robbert.dooijes@bnpparibas.com, asd_cmd@bnpparibas.com
Attention:    Robbert Dooijes (Senior Cash Management Officer)

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French Account Bank :

BNP PARIBAS S.A.

Address: Centre d’Affaires Ile de France Ouest

92000 Nanterre
Telephone:    +33 (0) 1 47 67 53 34
Fax:        +33 (0) 1 47 67 53 09
Email:        jean-francois.bengold@bnpparibas.com
Attention:    Jean-François BENGOLD

135

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OMITTED PORTIONS INDICATED BY [*REDACTED*].

German Account Bank (German Branch) :

BNP PARIBAS S.A., GERMANY BRANCH

Address: Europa-Allee 12, 60327 Frankfurt am Main
Telephone: +49 (0) 69 7193 1002

Fax:        +49 (0) 69 7193 849561
Email:        csd_germany@bnpparibas.com
Attention:    Ana Tomas

German Account Bank (Irish Branch) :

BNP PARIBAS S.A., DUBLIN BRANCH

Address:    5 George’s Dock
Telephone:    +353 (0) 1612 5160
Email:        dl.dublin.legal@bnpparibas.com; emer.gallagher@bnpparibas.com
Attention:    BNPP Dublin Branch Legal Team / Emer Gallagher

Spanish Account Bank :

BNP PARIBAS S.A., SPANISH BRANCH

Address:    C/ Emilio Vargas, 4 – 28043 Madrid
Telephone:    +34 917625342 / +34 917624029
Email:        spain.csd.contracting@bnpparibas.com
Attention:    Departamento de Contracting: Mrs. Silvia Juarez / Mr. Fernando Sousa

Class A Conduit Investor and Class A Committed Note Purchaser :

MATCHPOINT FINANCE PLC

Address: 4th Floor

25–28 Adelaide Road

Dublin 2

Ireland
Telephone:    +353 1 605 3000
Fax:        +353 1 605 3010
Email:        john.hetherington@marsh.com/ alessandro.bortolin@marsh.com
Attention:    The Directors

With a copy to Investment Manager:

BNP PARIBAS S.A., LONDON BRANCH

Address: 10 Harewood Avenue

London NW1 6AA

United Kingdom

Telephone: +44 20 7595 3104/ 0459/ 5761

Fax: +44 20 7595 5079

Email: dl.sec_mp_mgt@uk.bnpparibas.com

Attention: Asset Finance and Securitisation (Conduit)

Class A Funding Agent :

BNP PARIBAS S.A., LONDON BRANCH

Address: 10 Harewood Avenue

London NW1 6AA

United Kingdom

Telephone: +44 20 7595 3104/ 0459/ 5761

Fax: +44 20 7595 5079

Email: dl.sec_mp_mgt@uk.bnpparibas.com

Attention: Asset Finance and Securitisation (Conduit)

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Class A Committed Note Purchaser and Class A Funding Agent :

DEUTSCHE BANK AG, LONDON BRANCH

Address: Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom
Telephone:    0207 5450917
Fax:        0207 5459763
Email:        Gareth.James@db.com/ Harlan.Rothman@db.com/ Fei.Qi@db.com/

Daniel.Oudiz@db.com
Attention: Gareth James/ Harlan Rothman/ Fei Qi/ Daniel Oudiz

Class A Conduit Investor :

SHEFFIELD RECEIVABLES COMPANY LLC

Address: 68 South Service Road

Suite 120

Melville

NY 11747

USA
Telephone:    +1 212 412 6736/ +1 212 412 5669/ +44 20 7773 7956
Fax:        + 44 20 773 7963
Email:        sean.white2@barclays.com/ Charles.siew@barclays.com/

Joseph.Muscari@barclays.com/ barcapconduitops@barclayscapital.com
Attention: Sean White/ Charles Siew/ Joseph Muscari

Class A Committed Note Purchaser and Class A Funding Agent :

BARCLAYS BANK PLC

Address: 5 The North Colonnade

Canary Wharf

London E14 4BB

Telephone:    +1 212 412 6736/ +1 212 412 5669/ +44 20 7773 7956
Fax:        + 44 20 773 7963
Email:        sean.white2@barclays.com/ Charles.siew@barclays.com/


Joseph.Muscari@barclays.com/ barcapconduitops@barclayscapital.com Attention:	Sean White/ Charles Siew/ Joseph Muscari

Class A Conduit Investor and Class A Committed Note Purchaser :

REGENCY ASSETS DESIGNATED ACTIVITY COMPANY

Address: Vistra Alternative Investments (Ireland) Limited

Block A, Georges Quay Plaza

Georges Quay, Dublin 2

Dublin, Ireland
Telephone: + 35319631046 / +35319631043 / +35319631035 / +35319631042 /

+35319631049
Fax: N/A
Email: alexander.stewart@vistra.com/ diego.montauban@vistra.com/

Bronagh.hardiman@vistra.com/ David.mcguinnes@vistra.com/

Shengjie.xu@vistra.com/ corporateservices.ie@vistra.com
Attention: The Company Secretary

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Class A Funding Agent :

HSBC FRANCE

Address: 103 avenue des Champs-Elysées

75008 Paris

France

Telephone:    + 33 (0)1 40 70 26 99 / + 33 (0)1 40 70 27 90 / + 33 (0)1 40 70 28 24
Fax:        N/A
Email:        guillaume.bouet@hsbc.fr / edouard.deneyrieu@hsbc.fr/

pierre.yves.couvreur@hsbc.fr
Attention: Guillaume BOUET / Edouard de NEYRIEU / Pierre-Yves COUVREUR

Class A Committed Note Purchaser and Class A Conduit Investor :

MANAGED AND ENHANCED TAP (MAGENTA) FUNDING S.T.

Address: 127 rue Amelot

75011 Paris

France
Telephone:    +33 (0)1 74 73 04 75 / +33 (0)1 74 73 04 66
Fax:        +33 (0)1 74 73 04 50
Email:        satmagenta@eurotitrisation.fr
Attention:    Sophie CHOCRON / Christiane ROCHARD

Class A Funding Agent

NATIXIS CIB

Address: 30, avenue Pierre Mendès-France

75013 Paris

France
Telephone:    +33 (0)1 58 55 21 38
Fax:        +33 (0)1 58 19 44 20
Email:        securitisation_middleoffice@natixis.com
Attention:    Caroline PEDREGNO / Frédérique PERRIER

Class A Conduit Investor :

IRISH RING RECEIVABLES PURCHASER DESIGNATED ACTIVITY COMPANY

Address: 1-2 Victoria Buildings

Haddington Road

Dublin 4

Ireland
Telephone:    +353 1 697 5350
Fax:        +353 1 697 5375
Email:        directors-ie@intertrustgroup.com
Attention:    Kathleen Athayde/ Gustavo Nicolosi

And

ROYAL BANK OF CANADA (LONDON BRANCH)

Address: Riverbank House

2 Swan Lane

London EC4R 3BF

Telephone:    +44 (0)207 653 4334
Fax:        N/A
Email:        rbccm-SF-Europe@rbccm.com
Attention:    Securitization Finance

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OMITTED PORTIONS INDICATED BY [*REDACTED*].

Class A Committed Note Purchaser and Class A Funding Agent :

ROYAL BANK OF CANADA (LONDON BRANCH)

Address: Riverbank House

2 Swan Lane

London EC4R 3BF

Telephone:    +44 (0)207 653 4334
Fax:        N/A
Email:        rbccm-SF-Europe@rbccm.com
Attention:    Securitization Finance

And

ROYAL BANK OF CANADA

Address: 200 Vesey Street

New York, NY 10281 8098

Telephone:    +1 212 428 6291
Fax:        +1 212 428 2304
Email:        conduit.management@rbccm.com
Attention:    Securitization Finance

With a copy to:

RBC CAPITAL MARKETS

Address: Two Little Falls Center

2571 Centerville Road, Suite 212

Wilmington, DE 19808

Telephone:    +1 302 892 5903
Fax:        +1 302 892 5900
Email:        conduit.management@rbccm.com

Attention: Securitization Finance

Class A Committed Note Purchaser and Class A Conduit Investor :

GRESHAM RECEIVABLES (NO. 32) UK LIMITED

Address: C/O Wilmington Trust Sp Services (London) Limited

Third Floor

1 King's Arms Yard

London, EC2R 7AF

United Kingdom
Telephone:     +44 (0) 207 397 3600
Fax:        N/A
Email:        Transaction Team <TTeam@WilmingtonTrust.com>
Attention:    Mrs Mignon Clarke-Whelan

Class A Funding Agent :

LLOYDS BANK PLC

Address: 10 Gresham Street

London EC2V 7AE

Telephone:    0207 158 1798
Fax:        N/A
Email:        Chris.Rigby@lloydsbanking.com; Batool.Arif@LloydsBanking.com; Edward.Leng@lloydsbanking.com
Attention:    Chris Rigby / Batool Arif / Edward Leng

139

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

Class A Committed Note Purchaser, Class A Funding Agent and Class A Administrative Agent :

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

Address: 12 Place des Etats-Unis

CS 70052

92547 Montrouge Cedex

France


Telephone:	+33 1 57 87 17 48 (Carole D’HAEYERE) or +33 1 57 87 25 26 (Sarah ABOUNOUR) or +33 1 41 89 63 95 (Daniel PIANTONI)

Fax: +33 1 57 87 17 58


Email:	mo_titrisation_cacib@ca-cib.com; carole.dhaeyere@ca-cib.com; sarah.abounour@ca-cib.com; dienaba.haidara@ca-cib.com;

philippe.favre@ca-cib.com
Attention: MO SECURITIZATION CACIB/CAROLE D’HAEYERE-DANIEL PIANTONI

Wilmington Trust SP Services (Dublin) Limited :

Address: Fourth Floor

3 George’s Dock

IFSC

Dublin 1, Ireland

Telephone: +353 1 612 5555

Fax: +353 1 612 5550

Email: ireland@wilmingtontrust.com

and any Party by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication: (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 e-mail or facsimile (other than in the case of the Issuer Security Trustee or any FleetCo Security Trustee) shall be deemed given on the date of delivery of such notice; and (iv) delivered by overnight air courier shall be deemed delivered one Business Day after the date that such notice is delivered to such overnight courier, provided that any notice or communication which is received after 4.00 p.m. (in the location of the applicable addressee) on any particular day or on a day on which commercial banks and foreign exchange markets do not settle payments in the location of the addressee shall be deemed to have been received and shall take effect from 10.00 a.m. on the next following Business Day.

Each Party hereto acknowledges that, in respect of any notice, communications, requests, instructions or demands delivered by email, the internet cannot guarantee the integrity and safety of the transferred data nor the time period in which such data is processed. The Registrar shall not therefore be liable for any operational incident and its consequences arising from the use of internet.


4	AMENDMENTS AND WAIVERS


4.1	Subject to Sub-Clause 4.2 and Sub-Clause 4.3 below, any term of this Agreement may be amended or waived with the consent of only the Issuer, the Issuer Administrator, the Issuer Security Trustee and the FleetCo Security Trustee and any such amendment or waiver will be binding on all of the Parties hereto.


4.2	An amendment or waiver which adversely affects any Party hereto (other than the Noteholders, Committed Note Purchasers, Conduit Investors and Funding Agents) may not be effected without the consent of each such adversely affected Party.

140

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].


4.3	The Issuer may only give its consent in accordance with Sub-Clause 4.1 if it has first received the necessary consents in accordance with Annex 2 paragraph 2 ( Amendments ) of the Issuer Facility Agreement.


5	DUTCH POWER OF ATTORNEY


6	AMENDMENTS TO FRENCH RELATED DOCUMENTS


6.1	To the extent necessary, the parties to the French Related Documents will, as soon as reasonably practicable, enter into good faith discussions with a view to conform the French Related Documents and the transactions contemplated therein to the provisions of the Ordinance 2017-1432 dated 4 October 2017 which are not into force at the date hereof, as and when in force and applicable.

6.2

As soon as reasonably practicable following the Closing Date (and in any event prior to the Payment Date on 26 November 2018), the parties to the French Related Documents will enter into good faith discussions with a view to implementing operational measures (and modifying the French Related Documents to the extent necessary to do so) to improve the timing of payment instructions and ensuring same day payments can be made in a timely manner between the French Accounts, the FCT Accounts and the Issuer Accounts.


7	SERVICE OF PROCESS

Each of the Issuer, the Subordinated Noteholder, Dutch FleetCo, Dutch OpCo, French FleetCo, French OpCo, the FCT, German FleetCo, German OpCo, Spanish FleetCo and Spanish OpCo agrees that the process by which any proceedings arising out of or in connection with this Agreement or any other Related Document may be served on it is by being delivered to Hertz Europe Limited of Hertz House, 11 Vine Street, Uxbridge, Middlesex UB8 1QE and if the appointment of a process agent by a party ceases to be effective, each such party shall immediately appoint another person in England as its process agent in respect of this Agreement and notify the other parties of the appointment and, if such party to a Related Document fails to appoint such further person, the Issuer Security Trustee may appoint another agent for this purpose. Each of the Issuer, the Subordinated Noteholder, Dutch FleetCo, Dutch OpCo, French FleetCo, French OpCo, the FCT, German FleetCo, German OpCo, Spanish FleetCo and Spanish OpCo further agrees that failure by an agent for service of process to notify such party to a Related Document of such process will not invalidate the proceedings concerned.

141

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.

INTERNATIONAL FLEET FINANCING NO. 2 B.V.
as Issuer, Dutch Noteholder, FCT Noteholder, German Noteholder and Spanish Noteholder

By: / s/ Alan Geraghty __________________________________
Name: Alan Geraghty

Title: Director

HERTZ AUTOMOBIELEN NEDERLAND B.V. ,
as Dutch OpCo, Dutch Lessee, Dutch Administrator and Dutch Servicer

By: /s/ Bryn Cavers-Davies
Name: Bryn Cavers-Davies

Title: Authorised Signatory

STUURGROEP FLEET (NETHERLANDS) B.V.
as Dutch FleetCo, Dutch Lessor and, acting through its Spanish branch, Spanish FleetCo and Spanish Lessor

Interust Management B.V.
Managing Director

By: /s/ E.M. van Ankeren /s/ V. Vink
Name: E.M. van Ankeren A. Vink

Title: Managing Director Proxyholder

HERTZ FRANCE S.A.S.
as French OpCo, French Lessee, French Administrator and French Servicer

By: /s/ Bryn Cavers-Davies
Name: Bryn Cavers-Davies

Title: Authorised Signatory

RAC FINANCE S.AS. ,
as French FleetCo and French Lessor

By: /s/ Denis Mancheron
Name: Denis Mancheron

Title: Finance Director

[MASTER DEFINITIONS AND CONSTRUCTIONS AGREEMENT – SIGNATURE PAGE]

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

HERTZ DE ESPANA SL
as Spanish OpCo, Spanish Lessee, Spanish Administrator and Spanish Servicer

By: /s/ Nuria Serrano
Name: Nuria Serrano

Title:

HERTZ AUTOVERMIETUNG GMBH
as German OpCo, German Lessee, German Administrator and German Servicer

By: /s/ Bryn Cavers-Davies
Name: Bryn Cavers-Davies

Title: Authorised Signatory

[MASTER DEFINITIONS AND CONSTRUCTIONS AGREEMENT – SIGNATURE PAGE]

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

SIGNED for and on behalf of HERTZ FLEET LIMITED
as German FleetCo and German Lessor,

by its lawfully appointed attorney: Rhys Owens /s/ Rhys Owens
(Attorney signature)

in the presence of:

/s/ Eoin Dunne

(Witness’ Signature)

Eoin Dunne ___________________

(Witness’ Name)

Fourth Floor
3 George’s Dock
IFSC
Dublin 1
______________________

(Witness’ Address)

Administrator

(Witness’ Occupation)

[MASTER DEFINITIONS AND CONSTRUCTIONS AGREEMENT – SIGNATURE PAGE]

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

EUROTITRISATION S.A.
as FCT Management Company and on behalf of FCT YELLOW CAR

By :/s/ Julien Leleu
Name: Julien Leleu
Title: Directeur Général



BNP PARIBAS SECURITIES SERVICES as FCT Custodian By: /s/ Baptiste Uguen Name: Baptiste Uguen Title: BNP Paribas Securities Services Contrôle Dépositaire France Responsable Equipe Titrisation	/s/ Francois Depeuille Francois Depeuille BNP Paribas Securities Services Contrôle Dépositaire France Responsible Contrôle Dépositaire France



BNP PARIBAS SECURITIES SERVICES as FCT Registrar By: /s/ Nathalie Lecointre Name: Nathalie Lecointre Title: BNP Paribas Securities Services Head of Transaction Management CTS Debt	/s/ Daniel Lim Daniel Lim
BNP PARIBAS S.A. as FCT Servicer and French Lender By: /s/ Michaël Benharrous Name: Michaël Benharrous Title: Authorised Signatory	/s/ Alexandre Le Glanic Alexandre Le Glanic Authorized Attorney



BNP PARIBAS SECURITIES SERVICES, LUXEMBOURG BRANCH as Registrar By: /s/ Darren Moran Name: Darren Moran Title: Transaction Manager	/s/ Caroline Frere Caroline Frere

HERTZ EUROPE LIMITED
as Issuer Administrator

By: /s/ Bryn Cavers-Davies
Name: Bryn Cavers-Davies

Title: Authorised Signatory

[MASTER DEFINITIONS AND CONSTRUCTIONS AGREEMENT – SIGNATURE PAGE]

TMF SFS MANAGEMENT B.V.
as Issuer Back-Up Administrator, Dutch Back-Up Administrator, French Back-Up Administrator, German Back-Up Administrator and Spanish Back-Up Administrator



By: /s/ J.P. Boonman ________ Name: J.P. Boonman Title: Attorney-in-Fact A TMF Management B.V. Managing Director	By: /s/ P.M. Bazen ________ Name: P.M. Bazen Title: Attorney-in-Fact B TMF Management B.V. Managing Director

KPMG LLP

as Dutch Liquidation Co-ordinator, French Liquidation Co-ordinator, German Liquidation Co-ordinator and Spanish Liquidation Co-ordinator

By: /s/ Mark Raddan
Name: Mark Raddan

Title: Board Member

BNP PARIBAS TRUST CORPORATION UK LIMITED
as Issuer Security Trustee, Dutch Security Trustee, French Security Trustee, German Security Trustee and Spanish Security Trustee



By: /s/ Helen Tricard Name: Helen Tricard Title: Director	/s/ Clive Kentish

BNP PARIBAS SECURITIES SERVICES
as FCT Account Bank



By: /s/ Nathalie Lecointre Name: Nathalie Lecointre Title: BNP Paribas Securities Services Head of Transaction Management CTS Debt	/s/ Daniel Lim Daniel Lim

THE HERTZ CORPORATION
as Guarantor

By: /s/ R. Scott Massengill
Name: R. Scott Massengill

Title: SVP and Treasurer

[MASTER DEFINITIONS AND CONSTRUCTIONS AGREEMENT – SIGNATURE PAGE]

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

HERTZ HOLDINGS NETHERLANDS B.V.
as Subordinated Noteholder and Subordinated Note Registrar

By: /s/ Bryn Cavers-Davies
Name: Bryn Cavers-Davies

Title: Authorised Signatory

[MASTER DEFINITIONS AND CONSTRUCTIONS AGREEMENT – SIGNATURE PAGE]

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

SIGNED for and on behalf of MATCHPOINT FINANCE PUBLIC LIMITED COMPANY

as Class A Conduit Investor and Class A Committed Note Purchaser,

by its lawfully appointed attorney:

/s/ Brian McDonagh (Matchpoint Finance Public Limited Company
in the presence of: -

by its attorney Brian McDonagh )

_ /s/ Alessandro Bortolin _ Director

(Witness’ Signature)

4th Floor, 25-28 Adelaide Road
Dublin 2, Ireland

(Witness’ Address)

Accountant

(Witness’ Occupation)

BNP PARIBAS S.A., LONDON BRANCH
as Class A Funding Agent

By: /s/ Pierre-Baptiste Gay
Name: Pierre-Baptiste Gay

Title: Securitization Officer

By: /s/ Manuel Nunes
Name: Manuel Nunes

Title: Securitization Officer

[MASTER DEFINITIONS AND CONSTRUCTIONS AGREEMENT – SIGNATURE PAGE]

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

DEUTSCHE BANK AG, LONDON BRANCH
as Class A Funding Agent

By: /s/ Harlan Rothman

Name: Harlan Rothman
Title: Managing Director
Deutsche Bank

By: / s/ Roey Eyal

Name: Roey Eyal
Title: Managing Director

DEUTSCHE BANK AG, LONDON BRANCH
as Class A Committed Note Purchaser

By: /s/ Harlan Rothman

Name: Harlan Rothman
Title: Managing Director
Deutsche Bank

By: / s/ Roey Eyal

Name: Roey Eyal
Title: Managing Director

SHEFFIELD RECEIVABLES COMPANY LLC

as Class A Conduit Investor by Barclays Bank PLC as attorney-in-fact



By: /s/ Sean White Name: Sean White Title: Director

BARCLAYS BANK PLC
as Class A Committed Note Purchaser and Class A Funding Agent



By: /s/ Sean White Name: Sean White Title: Director

[MASTER DEFINITIONS AND CONSTRUCTIONS AGREEMENT – SIGNATURE PAGE]

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].



SIGNED for and on behalf of REGENCY ASSETS DESIGNATED ACTIVITY COMPANY as Class A Conduit Investor and Class A Committed Note Purchaser by its lawfully appointed attorney in the presence of: /s/ Alexander Stewart (Witness’ Signature) Vistra Alternative Investments (Ireland) Limited, Block A, Grorges Quay Paza, Georges Quay, Dublin 2 Dublin, Ireland (Witness’ Address) Client Services Administrator (Witness’ Occupation)	/s/ David McGuinness Signature David McGuinness Print Name of Attorney

[MASTER DEFINITIONS AND CONSTRUCTIONS AGREEMENT – SIGNATURE PAGE]

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

HSBC FRANCE
as Class A Funding Agent



By: /s/ Guillaume Bouet Name: Guillaume Bouet Title: Director	/s/ Edouard de Neyrieu Edouard de Neyrieu

MANAGED AND ENHANCED TAP (MAGENTA) FUNDING S.T.

as Class A Conduit Investor and Class A Committed Note Purchaser

By :/s/ Julien Leleu
Name: Julien Leleu
Title: Directeur Général

NATIXIS CIB

as Class A Funding Agent

By: /s/ Thomas Pons
Name: Thomas Pons
Title: E.D.

IRISH RING RECEIVABLES PURCHASER DESIGNATED ACTIVITY COMPANY
as Class A Conduit Investor

By: /s/ Joshua Brady
    Name: Joshua Brady
    Title: Authorised Signatory

ROYAL BANK OF CANADA (LONDON BRANCH)
as Class A Committed Note Purchaser and Class A Funding Agent



By: / s/ Austin J. Meier Name: Austin J. Meier Title: Authorized Signatory	/s/ Joshua Brady Name: Joshua Brady Title: Authorised Signatory

GRESHAM RECEIVABLES (NO. 32) UK LIMITED
as Class A Committed Note Purchaser and Class A Conduit Investor

By: /s/ Daniel Wynne
Name: Daniel Wynne
Title: Director

[MASTER DEFINITIONS AND CONSTRUCTIONS AGREEMENT – SIGNATURE PAGE]

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

LLOYDS BANK PLC
as Class A Funding Agent

By: /s/ Michael Hodgson

Name: Michael Hodgson
Title: Director

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Class A Committed Note Purchaser, Class A Funding Agent and Class A Administrative Agent

By: /s/ Laurent Haik ______________________
Name: Laurent Haik

Title:

By: /s/ Stephanie Passet
Name: Stephanie Passet

Title: Executive Director

BNP PARIBAS S.A., DUBLIN BRANCH

as Issuer Account Bank and German Account Bank (Irish Branch)



By: / s/ Thomas Harden Name: Thomas Harden Title: Authorised Signatory	/s/ Cormac O’Reilly Name: Cormac O’Reilly Title: Authorised Signatory

BNP PARIBAS S.A., NETHERLANDS BRANCH

as Dutch Account Bank



By: / s/ Isabelle Cogitore Name: Isabelle Cogitore Title: Head of Risk Corporate Netherlands	/s/ Edwin Herskovic Name: Edwin Herskovic Title: BNP Paribas SA. Netherlands Branch Head Legal Affairs

BNP PARIBAS S.A.

as French Account Bank



By: / s/ Jean Francois Bengold Name: Jean Francois Bengold Title: Relationship Manager	BNP Paribas Centre D’Affaires Enterprises Ile de France Ouest 85-93 Rue des Trois Fontanot Immeuble Avenue II 92000 Nanterre Tel: 01.47.67.53.06 Fax: 01.47.67.53.70

[MASTER DEFINITIONS AND CONSTRUCTIONS AGREEMENT – SIGNATURE PAGE]

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

TMF FRANCE MANAGEMENT SARL

as TMF Sarl

By: /s/ Yvette van Loon
Name: Yvette van Loon

Title: Geranl/Manager

TMF FRANCE SAS

as TMF SAS

By: /s/ Yvette van Loon
Name: Yvette van Loon

Title: Managing Director

[MASTER DEFINITIONS AND CONSTRUCTIONS AGREEMENT – SIGNATURE PAGE]

BNP PARIBAS S.A., GERMAN BRANCH

as German Account Bank (German Branch)



By: / s/ Vlassios Papadopoulos Name: Vlassios Papadopoulos Title:	/s/ Magdalena Kowalska Magdalena Kowalska

[MASTER DEFINITIONS AND CONSTRUCTIONS AGREEMENT – SIGNATURE PAGE]

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

SANNE TRUSTEE SERVICES LIMITED

as trustee of the Hertz Funding France Trust



By: / s/ John Pendergast Name: John Pendergast Title: Authorised Signatory	/s/ Richard Go Richard Go Authorised Signatory

[MASTER DEFINITIONS AND CONSTRUCTIONS AGREEMENT – SIGNATURE PAGE]

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [*REDACTED*].

BNP PARIBAS SECURITIES SERVICES

as FCT Paying Agent



By: /s/ Nathalie Lecointre Name: Nathalie Lecointre Title: BNP Paribas Securities Services Head of Transaction Management CTS Debt	/s/ Daniel Lim Daniel Lim

[MASTER DEFINITIONS AND CONSTRUCTIONS AGREEMENT – SIGNATURE PAGE]

Exhibit 4.17.3

EXECUTION VERSION

25 SEPTEMBER 2018

THC GUARANTEE AND INDEMNITY

between

THE HERTZ CORPORATION
as Guarantor

STUURGROEP FLEET (NETHERLANDS) B.V.
as Dutch FleetCo

RAC FINANCE S.A.S.
as French FleetCo

HERTZ FLEET LIMITED
as German FleetCo

STUURGROEP FLEET (NETHERLANDS) B.V. SPANISH BRANCH
as Spanish FleetCo

and

BNP PARIBAS TRUST CORPORATION UK LIMITED
as Issuer Security Trustee and FleetCo Security Trustee

Table of Contents

Page No.



1	INTERPRETATION	1
2	GUARANTEE AND INDEMNITY	4
3	INTEREST	7
4	EXTENT OF GUARANTEE AND INDEMNITY	7
5	REINSTATEMENT OF RIGHTS	8
6	RIGHTS OF FLEETCO ARE PROTECTED	8
7	NO MERGER	9
8	GUARANTOR’S RIGHTS	10
9	PAYMENTS	10
10	WITHHOLDING TAX	11
11	COSTS AND INDEMNITIES	11
12	APPLICATION OF PAYMENTS	11
13	DEALING WITH INTERESTS	12
14	NOTICES AND OTHER COMMUNICATIONS	12
15	GENERAL	12

THIS GUARANTEE AND INDEMNITY is made on 25 September 2018 between the following parties


(1)	THE HERTZ CORPORATION , a company incorporated in Delaware, whose registered office is at 225 Brae Boulevard, Park Ridge, New Jersey 07656, USA (the “ Guarantor ”);

(2)


(3)	RAC FINANCE S.A.S., (registered with the Commercial and Company Registry of Beauvais under number 487581498), a company incorporated in France with its principal place of business in Beauvais, whose registered office is at 172 avenue Marcel Dassault, 60000 Beauvais, France (“ French FleetCo ”);


(4)	HERTZ FLEET LIMITED (registered number 412465), a company with limited liability incorporated in Ireland with its principal place of business in Ireland, whose registered office is at Hertz Europe Service Centre, Swords Business Park, Swords, Co. Dublin, Ireland (“ German FleetCo ”);

(5)

STUURGROEP FLEET (NETHERLANDS) B.V. , a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ), incorporated and existing under the laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands, having its registered address at Siriusdreef 62, 2132 WT Hoofddorp, the Netherlands, registered with the Trade Register of the Dutch Chamber of Commerce under number 34275100. Stuurgroep Fleet (Netherlands) B.V. is acting through its Spanish branch, STUURGROEP FLEET (NETHERLANDS) B.V., SUCURSAL EN ESPAÑA , whose registered office is at calle Jacinto Benavente, 2, Edificio B, 3ª planta, Las Rozas de Madrid, Madrid (Spain) and registered with the Commercial Registry of Madrid under Volume 37748, Book 0, Folio 1 (“ Spanish FleetCo ” and together with Dutch FleetCo, French FleetCo and German FleetCo, the “ FleetCos ”); and

(6)

BNP PARIBAS TRUST CORPORATION UK LIMITED , with company number 4042668, whose registered office is at 10 Harewood Avenue, London NW1 6AA, in its capacity as (i) Issuer Security Trustee for itself and on behalf of the Issuer Secured Parties (the “ Issuer Security Trustee ”) and (ii) FleetCo Security Trustee for itself and on behalf of the Dutch Secured Parties, the French Secured Parties, the German Secured Parties and the Spanish Secured Parties (the “ FleetCo Security Trustee ”).

IT IS AGREED as follows

General terms


1	INTERPRETATION


1.1	Definitions

Except as otherwise defined, capitalized terms used herein shall have the meanings assigned to such terms in the master definitions and constructions agreement signed by, amongst others, the parties hereto dated on the Signing Date as amended, modified or supplemented from time to time (the “ Master Definitions and Constructions Agreement ”). All Clause, Sub-Clause or paragraph references herein shall refer to clauses, sub-clauses or paragraphs of this guarantee and indemnity, except as otherwise provided herein.

In addition, in this guarantee and indemnity:

“ Accountable Taxes ” means any Taxes imposed by a Relevant Jurisdiction, other than those which would not be required to be deducted by the Guarantor if the Issuer or the FleetCos provided the Guarantor with any of its name, address, registration number or similar details or any relevant Tax exemption or similar details.

“ Administrators ” means each of the Dutch Administrator, French Administrator, German Administrator and Spanish Administrator.

“ Administration Agreements ” means each of the Dutch Administration Agreement, French Administration Agreement, German Administration Agreement and Spanish Administration Agreement.

“ Costs ” includes charges and expenses, including those incurred in connection with advisers.

“ Default Rate ” means 2 per cent per annum.

“ FleetCo Security Trust Deed ” means the Dutch Security Trust Deed, French Security Trust Deed, German Security Trust Deed and Spanish Security Trust Deed, as applicable.

“ Guarantee ” means a guarantee, indemnity, letter of credit, legally binding letter of comfort or other obligation of any kind:


(a)	to provide funds (whether by the advance or payment of money, the purchase of or subscription for shares or other securities, the purchase of assets or services, or otherwise) for the payment or discharge of;


(b)	to indemnify any person against the consequences of default in the payment of; or


(c)	to be responsible for,

an obligation or monetary liability of another person or the assumption of any responsibility or obligation in respect of the solvency or financial condition of another person.

“ Guaranteed Money ” means all money and amounts (in any currency) that any of the Lessees, Servicers or Administrators (as the case may be) are or may become liable at any time (presently, prospectively or contingently, whether alone or not and in any capacity) to pay to or for the account of the FleetCos (whether alone or not and in any capacity) under or in connection with any Relevant Document. It includes (but not limited to) money and amounts:


(a)	in the nature of principal, interest, rent payments, fees, costs, charges, expenses, duties, indemnities, Guarantee obligations or damages;


(b)	whether arising or contemplated before or after the date of this document or as a result of the assignment (with or without the Guarantor’s consent) of any debt, liability or Relevant Document; and


(c)	which a person would be liable to pay but for an Event of Bankruptcy in respect of that person.

“ Holding Company ” has the meaning given to in section 1159 of the Companies Act 2006.

“ Loss ” means a loss, claim, action, damage, liability, cost, charge, expense, penalty, compensation, fine or outgoing suffered, paid or incurred.

“ Obligations ” has the meaning given to it in Clause 2.2.

“ OpCos ” means Dutch OpCo, French OpCo, German OpCo and Spanish OpCo.

“ Relevant Country ” means any country, or political sub-division of one or more countries, or any federation or association of countries in which the Guarantor is either incorporated or is resident or domiciled for any tax purpose or in which the Guarantor carries on business or owns or leases property or from which, or through which, any payment under this guarantee and indemnity is made.

“ Relevant Document ” means each of:


(a)	Dutch Related Documents;


(b)	Spanish Related Documents;


(c)	German Related Documents; and


(d)	French Related Documents,

that the OpCos (in their capacities as Lessee, Servicer or Administrator) are party to.

“ Subsidiary ” has the meaning given to in section 1159 of the Companies Act 2006.

“ Taxes ” means any tax, levy, duty, impost, assessment or other charge of whatsoever nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same), except if imposed on, or calculated having regard to, the net income of the FleetCos.


1.2	Rules of Construction

In this guarantee and indemnity, including the preamble, recitals, attachments, schedules, annexes, exhibits and joinders hereto, unless the context otherwise requires, words and expressions used have the constructions ascribed to them in Clause 2 ( Principles of Interpretation and Construction ) of the Master Definitions and Constructions Agreement.

1.3 Effectiveness

The parties hereto acknowledge and agree that the rights and obligations under this Deed shall become effective at the Effective Time.

1.4 Limitation of liability of Issuer Security Trustee

Clause 7.4 ( Continuance of Security and Conflict ) and Clause 13 ( Indemnity and Interest ) of the Issuer Security Trust Deed apply to this guarantee and indemnity.

1.5 Limitation of liability of FleetCo Security Trustee

Clause 7.4 ( Continuance of Security and Conflict ) and Clause 13 ( Indemnity and Interest ) of each FleetCo Security Trust Deed apply to this guarantee and indemnity.

1.6 Knowledge of Issuer Security Trustee and FleetCo Security Trustee

Clause 12.6 ( Protection of Issuer Security Trustee ) of the Issuer Security Trust Deed and Clause 12.6 ( Protection of Security Trustee ) of each FleetCo Security Trust Deed apply to this guarantee and indemnity.

1.7 General application of Issuer Security Trust Deed and FleetCo Security Trust Deeds

In addition to the foregoing, the parties agree and acknowledge that all the provisions of the Issuer Security Trust Deed and each FleetCo Security Trust Deed shall apply to this guarantee and indemnity.


2	GUARANTEE AND INDEMNITY


2.1	Consideration

The Guarantor acknowledges that each FleetCo is acting in reliance on the Guarantor incurring obligations and giving rights under this guarantee and indemnity.


2.2	Guarantee

The Guarantor irrevocably and unconditionally guarantees to each FleetCo:


(a)	to promptly pay on demand the Guaranteed Money in accordance with the Relevant Documents; and


(b)	the punctual performance by each Lessee, each Servicer and each Administrator of all its other obligations to the relevant FleetCo under the Relevant Documents (“ Obligations ”).


2.3	Non-payment or non-performance

If any of the Lessees, Servicers or Administrators (to the extent applicable) does not:


(a)	pay any Guaranteed Money (or money which would be Guaranteed Money if its payment was enforceable, valid and not illegal) in accordance with the Relevant Documents, the Guarantor must pay that money promptly on demand as if it was the principal obligor; or


(b)	perform any of its Obligations, the Guarantor must punctually perform, or procure the punctual performance of, those obligations (without the need for demand by the FleetCos) in accordance with the Relevant Documents.


2.4	Indemnity


(a)	The Guarantor indemnifies each FleetCo against, and must pay to each FleetCo promptly on demand, amounts equal to any Loss of each FleetCo as a result of or in connection with:


(i)	any obligation or liability of, or obligation or liability guaranteed by, the Guarantor under this Clause 2.4 (or which would be such an obligation or liability if enforceable, valid and not illegal) being or becoming unenforceable, invalid or illegal;


(ii)	any Lessee failing, or being unable, to pay any Guaranteed Money or any of the Lessees, Servicers or Administrators failing, or being unable, to perform any of the Obligations; or


(iii)	any Guaranteed Money (or money which would be Guaranteed Money if it were recoverable) not being recoverable from any Lessee,

in each case, for any reason and whether or not such FleetCo knew or ought to have known anything about those matters.


(b)	The Guarantor further agrees to indemnify and hold harmless each FleetCo and its respective directors, officers, stockholders, agents and employees (collectively, the “ Indemnified Persons ”) against any and all Losses, including reasonable costs of investigation and attorney’s fees and expenses, relating to or in any way arising out of:

(i)

the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration, reregistration, custody by the applicable Servicer of title and registration documents, use, non-use, misuse, operation, deficiency, defect, transportation, repair, maintenance, control or disposition of any Lease Vehicle. The foregoing shall include, without limitation, any liability (or any alleged liability) of the FleetCos or any other Indemnified Person to any third party arising out of any of the foregoing, including, without limitation, all reasonable legal fees, costs and disbursements arising out of such liability (or alleged liability);

(ii)

all national, municipal, foreign or other fees, taxes and assessments of whatsoever nature including but not limited to (A) license, qualification, registration, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and penalties and interest thereon, whether assessed, levied against or payable by the FleetCos, any other Indemnified Person or otherwise, with respect to any Vehicle or the acquisition, purchase, sale, lease, rental, use, operation, control, ownership or disposition of any Vehicle or measured in any way by the value thereof or by the business of, investment in, or ownership by the FleetCos or any other Indemnified Person with respect thereto, (B) documentary, stamp, filing, recording, mortgage or other taxes, if any, which may be payable by the FleetCos or any other Indemnified Person in connection with the execution, delivery, recording or filing of any Relevant Documents or the leasing of any Vehicles under any Master Lease and any penalties or interest with respect thereto and (C) national, local and foreign income taxes and penalties and interest thereon, whether assessed, levied against or payable by the FleetCos or otherwise as a result of its being a member of any group of corporations including the Guarantor that files any tax returns on a consolidated or combined basis, excluding, however, any tax on, based on, with respect, or measured by, the net income of, or gains derived by, the FleetCos other than any taxes or other charges which may be imposed on the FleetCos as a result of any determination by a taxing authority that the relevant FleetCo is not the owner for tax purposes of the Lease Vehicles or that the Master Lease is not a “ true lease ” for tax purposes or that depreciation deductions that would be available to the owner of such Lease Vehicles are disallowed, or that the relevant FleetCo is not entitled to include the full purchase price for any Lease Vehicle in its tax basis; and

(iii)

any violation by the Guarantor or any OpCo of the applicable Master Lease, of this guarantee and indemnity or of any Related Documents to which the Guarantor or the OpCos is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objections of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle or any action or transaction by the Guarantor or the OpCos with respect thereto or pursuant to the applicable Master Lease.


(c)	The Guarantor agrees to promptly pay on demand (to the extent not paid by any other entity within the Hertz Group (other than the FleetCos)) all out of pocket costs of the FleetCos (including reasonable fees and out of pocket expenses of counsel for the FleetCos) in connection with the execution, delivery and performance of this guarantee and indemnity and the Relevant Documents.

(d)

The Guarantor agrees to promptly pay on demand (to the extent not paid by any other entity within the Hertz Group (other than the FleetCos)) all out of pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the FleetCos, the FleetCo Security Trustee or the Issuer Security Trustee in connection with the administration, enforcement, waiver or amendment of the Master Lease, this guarantee and indemnity and

any Relevant Documents and all indemnification obligations of the FleetCos under the Relevant Documents.

(e)

The Guarantor agrees to promptly pay on demand (to the extent not paid by any other entity within the Hertz Group (other than the FleetCos)) all costs, fees, expenses, damages and liabilities (including, without limitation, reasonable fees and out of pocket expenses of counsel) in connection with, or arising out of, any claim made by any third party against the FleetCos for any reason (including, without limitation, in connection with any audit or investigation conducted by a Manufacturer under its Manufacturer Program).

(f)

The Guarantor shall forthwith promptly upon demand reimburse the FleetCos or the relevant Indemnified Person for any sum or sums expended with respect to any of the foregoing; provided, however, that, if so requested by the Guarantor, the FleetCos or such Indemnified Person shall submit to the Guarantor a statement documenting any such demand for reimbursement or prepayment. To the extent that the Guarantor in fact indemnifies an Indemnified Person under the indemnity provisions of this guarantee and indemnity, the Guarantor shall be subrogated to such Indemnified Person’s rights in the affected transaction and shall have a right to determine the settlement of claims therein. The foregoing indemnity as contained in this guarantee and indemnity shall survive the expiration or earlier termination of the Master Leases or any lease of any Lease Vehicle thereunder.

(g)

Each Indemnified Person agrees to notify the Guarantor of any claim made against it for which the Guarantor may be liable pursuant to Clauses 2.4(b) to 2.4(f) of this guarantee and indemnity and, if the Guarantor requests, to contest or allow the Guarantor to contest such claim. If any Lease Event of Default shall have occurred and be continuing, no contest shall be required, and any contest which has begun shall not be required to be continued to be pursued, unless arrangements to secure the payment of the Guarantor’s and the OpCos’ obligations pursuant to the Master Leases and to this guarantee and indemnity have been made and such arrangements are reasonably satisfactory to the Indemnified Parties. The Guarantor may settle any such claim with the related Indemnified Person’s consent, which consent shall not be unreasonably withheld. The Guarantor will inform the Indemnified Person of any such claim and of the defense thereof and will provide copies of material documents relating to any such claim or defense to such Indemnified Person upon request. Such Indemnified Person may participate in any such defense at its own expense provided such participation does not interfere with the Guarantor’s assertion of such claim or defense. The Guarantor agrees that no Indemnified Person will be liable to any entity within the Hertz Group for any claim caused directly or indirectly by the inadequacy of any Lease Vehicle leased by such entity within the Hertz Group for any purpose or any deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failure to provide such repairs, servicing or adjustments or any interruption or loss of service or use thereof or any loss of business, all of which shall be the risk and responsibility of the Guarantor. The rights and indemnities of each Indemnified Person hereunder are expressly made for the benefit of and will be enforceable by, each Indemnified Person notwithstanding the fact that such Indemnified Person is either no longer a party to (or entitled to receive the benefits of) this guarantee and indemnity, or was not a party to (or entitled to receive the benefits of) this guarantee and indemnity at its outset. Except as otherwise set forth herein, nothing herein shall be deemed to require the Guarantor to indemnify each FleetCo for any of such FleetCo’s acts or omissions which constitute gross negligence or wilful misconduct. This general indemnity shall not affect any claims of the type discussed above which the Guarantor may have against a Manufacturer.


2.5	Acknowledgement

The Guarantor acknowledges that it is responsible for making itself aware of the financial position of each Lessee, each Servicer, each Administrator and any other person who guarantees the payment

of the Guaranteed Money or the performance by any of the Lessees, Servicers or Administrators of their respective Obligations.


3	INTEREST


3.1	Obligation to pay interest

As long as there is any Guaranteed Money, the Guarantor agrees to pay interest on:


(a)	any part of the Guaranteed Money which is due for payment but which is not otherwise incurring interest; and


(b)	any amount under this guarantee and indemnity (other than under Clause 2.2(a) ( Guarantee )) which is not paid on the due date for payment.

The interest accrues daily from (and including) the due date to (but excluding) the date of actual payment and is calculated on actual days elapsed and a year of 360 days. The rate of interest applying to each daily balance is the Default Rate.

The Guarantor agrees to pay interest under this clause promptly on demand from any FleetCo.


3.2	Compounding

Interest payable under Clause 3.1 ( Obligation to pay interest ) which is not paid when due for payment may be added to the overdue amount by each FleetCo at intervals which each FleetCo determines from time to time or, if no determination is made, every 30 days. Interest is payable on the increased overdue amount at the Default Rate in the manner set out in Clause 3.1 ( Obligation to pay interest ).


3.3	Interest following judgment

If a liability becomes merged in a judgment, the Guarantor agrees to pay interest on the amount of that liability as an independent obligation. This interest:


(a)	accrues daily from (and including) the date the liability becomes due for payment both before and after the judgment up to (but excluding) the date the liability is paid; and


(b)	is calculated at the judgment rate or the Default Rate (whichever is higher).

The Guarantor agrees to pay interest under this clause on demand from any FleetCo.


4	EXTENT OF GUARANTEE AND INDEMNITY


4.1	Nature of guarantee

Each of the guarantee in Clause 2.2 ( Guarantee ) and the indemnity in Clause 2.4 ( Indemnity ) is a continuing obligation despite any intervening payment, settlement or other thing and extends to all of the Guaranteed Money and the performance by each Lessee, each Servicer and each Administrator of the Obligations.

The Guarantor waives any right it has of first requiring the FleetCos to commence proceedings or enforce or exercise any other right against any of the Lessees, Servicers or Administrators or any other person (including in connection with any Security Document) before claiming from the Guarantor under this guarantee and indemnity.


4.2	Variations and replacements

The Guarantor acknowledges that the Relevant Documents may be varied or replaced from time to time.

The Guarantor confirms that the Guaranteed Money includes any amount payable under any Relevant Document, and the Obligations include any obligation specified in any Relevant Document, as varied or replaced. The Guarantor confirms that this applies regardless of:


(a)	how the Relevant Document is varied or replaced;


(b)	the reasons for the variation or replacement; and


(c)	whether the Guaranteed Money decreases or increases, or whether the obligations increase or decrease, or the Relevant Document is otherwise more onerous as a result of the variation or replacement.

This clause does not limit Clause 6 ( Rights of FleetCos are protected ).


4.3	Limit to Guarantor’s liability

(a)

The guarantee in Clause 2.2(b) with respect to the performance by the Servicers or the Administrators of their obligations to the applicable FleetCo under the Relevant Documents and the indemnity in Clause 2.4(a)(ii) with respect to any Loss of the FleetCos as a result or in connection with the Servicers or the Administrators failing, or being unable, to perform any of the Obligations applies until the appointment of an Insolvency Official in relation to the Servicers or the Administrators or (if earlier) satisfaction in full of the Guaranteed Money and the Obligations.

(b)

The Guarantor has no obligation to make any payment under the guarantee in Clause 2.2(b) or the indemnity in Clause 2.4(a)(ii) for any Loss arising from any act or omission of the Servicers or the Administrators occurring on or after the appointment of an Insolvency Official in relation to the Servicers or the Administrators or for any loss arising from any act or omission of an Insolvency Official appointed by the FleetCo Security Trustee, but this does not limit or prejudice the liability of the Guarantor in respect of any Loss arising from any act or omission of the Servicers or the Administrators occurring prior to such time or any Guaranteed Moneys becoming due and payable prior to such time.


5	REINSTATEMENT OF RIGHTS

Under law relating to an Event of Bankruptcy, a person may claim that a transaction (including a payment) in connection with this guarantee and indemnity or the Guaranteed Money or the Obligations is void or voidable. If a claim is made and upheld, conceded or compromised, then:


(a)	each FleetCo is immediately entitled as against the Guarantor to the rights in respect of the Guaranteed Money and the Obligations to which it was entitled immediately before the transaction; and


(b)	on request from a FleetCo, the Guarantor agrees to do anything (including signing any document) to restore to such FleetCo any Security (including this guarantee and indemnity) held by it from the Guarantor immediately before the transaction.

The Guarantor’s obligations under this clause are continuing obligations independent of the Guarantor’s other obligations under this guarantee and indemnity and continue after this guarantee and indemnity ends.


6	RIGHTS OF FLEETCOS ARE PROTECTED

Rights given to each FleetCo under this guarantee and indemnity, and the Guarantor’s liabilities under it, are not affected by any act or omission or any other thing which might otherwise affect them under law or otherwise. For example, those rights and liabilities are not affected by:


(a)	any act or omission:


(i)	varying or replacing in any way and for any reason any agreement, instrument or arrangement under which the Guaranteed Money is expressed to be owing, or under which Obligations are otherwise expressed;


(ii)	releasing any of the Lessees, Servicers or Administrators, or giving any of the Lessees, Servicers or Administrators a concession (such as more time to pay);


(iii)	releasing any person who gives a guarantee or indemnity in connection with any of obligations of any of the Lessees, Servicers or Administrators;


(iv)	releasing, losing the benefit of, or not obtaining any Security or negotiable instrument;


(v)	by which a person becomes a Guarantor after the date of this guarantee and indemnity;


(vi)	by which the obligations of any person who guarantees any obligations of any of the Lessees, Servicers or Administrators (including under this guarantee and indemnity) may not be enforceable;


(vii)	by which any person who was intended to guarantee any obligations of any of the Lessees, Servicers or Administrators does not do so, or does not do so effectively;


(viii)	by which a person who is a co-surety or co-indemnifier for payment of the Guaranteed Money is discharged under an agreement or by operation of law;


(ix)	by which any Security which could be registered is not registered;


(b)	a person dealing in any way with a Security, guarantee, indemnity, judgment or negotiable instrument;


(c)	other than as set out in Clause 4.3, an Event of Bankruptcy occurring in respect of any person including the Guarantor, any of the Lessees, Servicers or Administrators;


(d)	changes in the membership, name or business of any person;


(e)	any of the Lessees, Servicers or Administrators opening an account with them;


(f)	acquiescence or delay by the FleetCos or any other person; or


(g)	an assignment of rights in connection with the Guaranteed Money or any Obligation.


7	NO MERGER

This guarantee and indemnity does not merge with or adversely affect, and is not adversely affected by, any of the following:


(a)	any other guarantee, indemnity, or Security, or other right or remedy to which a FleetCo is entitled or has the benefit of; or


(b)	a judgment which a FleetCo obtains against the Guarantor, any Lessee, any Servicer or any Administrator or any other person in connection with the Guaranteed Money or a judgment obtained against the Guarantor in connection with any Security.

The FleetCos may still exercise their rights under this guarantee and indemnity as well as under the judgment, Security or right or remedy.


8	GUARANTOR’S RIGHTS


8.1	Guarantor’s rights are suspended

As long as there is any Guaranteed Money (or any other amounts secured by any Security that secures amounts including the Guaranteed Money) or any Obligation to be performed by any of the Lessees, Servicers or Administrators, the Guarantor may not, without the applicable FleetCo’s consent:


(a)	reduce its liability under this guarantee and indemnity by claiming that it or any Lessee, any Servicer, any Administrator or any other person has a right of set-off or counterclaim against the FleetCos; or

(b)

exercise any legal right to claim to be entitled to the benefit of another guarantee, indemnity, or Security that secures amounts including the Guaranteed Money or any other amount payable under this guarantee and indemnity (for example, the Guarantor may not try to enforce or require the enforcement of any Security that the FleetCo Security Trustee has taken, or has the benefit of, that secures amounts including the Guaranteed Money); or


(c)	claim an amount from any of the Lessees, Servicers or Administrators, or another guarantor of the Guaranteed Money or an Obligation (including a person who has signed this guarantee and indemnity as a “ Guarantor ”), under a right of indemnity or contribution; or


(d)	claim an amount in any proceedings contemplated by the definition of Event of Bankruptcy following the occurrence of an Event of Bankruptcy in respect of any of the Lessees, Servicers or Administrators or another guarantor of the Guaranteed Money (including a person who has signed this guarantee and indemnity as a “ Guarantor ”).

This clause continues after this guarantee and indemnity ends.


9	PAYMENTS


9.1	Manner of payment

The Guarantor agrees to make payments under this guarantee and indemnity:


(a)	in full without set off or counterclaim and without any deduction in respect of Taxes unless prohibited by law; and


(b)	in the currency in which the payment is due, and otherwise in Euros in immediately available funds.


9.2	Currency of payment

The Guarantor waives any right it has in any jurisdiction to pay an amount other than in the currency in which it is due. However, if a FleetCo receives an amount in a currency other than that in which it is due:


(a)	it may convert the amount received into the due currency (even though it may be necessary to convert through a third currency to do so) on the day and at such rates (including spot

rate, same day value rate or value tomorrow rate) as it reasonably considers appropriate. It may deduct its usual Costs in connection with the conversion; and


(b)	the Guarantor satisfies its obligation to pay in the due currency only to the extent of the amount of the due currency obtained from the conversion after deducting the Costs of the conversion.


10	WITHHOLDING TAX

If a law requires the Guarantor to deduct an amount in respect of Taxes from a payment under this guarantee and indemnity such that any of the FleetCos would not actually receive on the due date the full amount provided for under this guarantee and indemnity, then:


(a)	the Guarantor agrees to deduct the amount for the Taxes (and any further deduction applicable to any further payment due under Clause 10(c) below); and


(b)	the Guarantor agrees to pay the amount deducted to the relevant authority in accordance with applicable law and give the original receipts to such FleetCo; and


(c)	if the amount deducted is in respect of Accountable Taxes, the amount payable is increased so that, after making the deduction and further deductions applicable to additional amounts payable under this clause, such FleetCo is entitled to receive (at the time the payment is due) the amount it would have received if no deductions had been required.


11	COSTS AND INDEMNITIES


11.1	Currency conversion on judgment debt

If a judgment, order or proof of debt for an amount in connection with this guarantee and indemnity is expressed in a currency other than the currency in which the amount is due under this guarantee and indemnity, then the Guarantor indemnifies the FleetCos against:


(a)	any difference arising from converting the other currency if the rate of exchange used by the FleetCos under Clause 9.2 ( Currency of payment ) for converting currency when it receives a payment in the other currency is less favourable to the FleetCos than the rate of exchange used for the purpose of the judgment, order or acceptance of proof of debt; and


(b)	the Costs of conversion.


11.2	Payment for Guarantor’s obligations

The Guarantor agrees to pay for anything that it agrees to do under this guarantee and indemnity.


12	APPLICATION OF PAYMENTS


12.1	Application of money

Each FleetCo will apply money paid by any Lessee, or the Guarantor or otherwise towards satisfaction of the Guaranteed Money and other money payable under this guarantee and indemnity, in accordance with the relevant FleetCo Priority of Payments.


12.2	Suspense account

Each FleetCo may place in a suspense account any payment it receives from the Guarantor for as long as it thinks prudent and in its best interests and need not apply it towards satisfying the Guaranteed Money or other money payable under this guarantee and indemnity unless the Guaranteed Money is

due and payable in which case such FleetCo shall apply the amounts in accordance with the relevant FleetCo Priority of Payments.


12.3	Credit from date of receipt

The Guarantor is only credited with money from the date the applicable FleetCo actually receives it.


13	DEALING WITH INTERESTS

Each FleetCo may assign for security purposes all or any of its rights hereunder as security for the repayment of the FleetCo Secured Obligations to the FleetCo Security Trustee, acting for itself and on behalf of the FleetCo Secured Parties.


14	NOTICES AND OTHER COMMUNICATIONS

Unless otherwise specified herein, all notices, communications, requests, instructions and demands by any party hereto to another shall be delivered in accordance with the provisions of Clause 3 of the Master Definitions and Construction Agreement, Clause 22 of the Issuer Security Trust Deed and Clause 22 of each FleetCo Security Trust Deed.


15	GENERAL


15.1	Prompt performance

If this guarantee and indemnity specifies when the Guarantor agrees to perform an obligation, the Guarantor agrees to perform it by the time specified. The Guarantor agrees to perform all other obligations promptly.


15.2	Consents

The Guarantor agrees to comply with all conditions in any consent a FleetCo or the FleetCo Security Trustee gives in connection with this guarantee and indemnity.


15.3	Certificates

Each FleetCo, if requested by the Guarantor, may give the Guarantor a certificate about an amount payable or other matter in connection with this guarantee and indemnity. The certificate is sufficient evidence of the amount or matter, unless it is proved to be incorrect.


15.4	Discretion in exercising rights

Each FleetCo may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this guarantee and indemnity expressly states otherwise.


15.5	Partial exercising of rights

If a FleetCo does not exercise a right or remedy fully or at a given time, such FleetCo may still exercise it later.


15.6	No liability for loss

No FleetCo is liable for loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy.


15.7	Conflict of interest

Each FleetCo’s rights and remedies under this guarantee and indemnity may be exercised even if this involves a conflict of duty or such FleetCo has a personal interest in their exercise.


15.8	Remedies cumulative

Each FleetCo’s rights and remedies under this guarantee and indemnity are in addition to other rights and remedies given by law independently of this guarantee and indemnity.


15.9	Indemnities

The indemnities in this guarantee and indemnity are continuing obligations, independent of the Guarantor’s other obligations under this guarantee and indemnity. It is not necessary for any FleetCo to incur expense or make payment before enforcing a right of indemnity under this guarantee and indemnity.


15.10	Severability

In case any provision in this Deed 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.


15.11	Inconsistency

To the extent a provision in this Deed is inconsistent with any provision in the Master Definitions and Construction Agreement, the provision in this Deed shall prevail.


15.12	Supervening legislation

Any present or future legislation which operates to vary the obligations of the Guarantor in connection with this guarantee and indemnity with the result that each FleetCo’s rights, powers or remedies are adversely affected (including by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.


15.13	Time of the essence

Time is of the essence in this guarantee and indemnity in respect of an obligation of the Guarantor to pay money.


15.14	Variation and waiver

Unless this guarantee and indemnity expressly states otherwise, subject to the Issuer Security Trust Deed and the FleetCo Security Trust Deed, a provision of this guarantee and indemnity, or right created under it, may not be waived or varied except in writing signed by the party or parties to be bound.


15.15	Confidentiality

Each FleetCo and the FleetCo Security Trustee agree not to disclose information provided by any other party that is not publicly available (including the existence or contents of any Relevant Document) except in accordance with the Facility Agreement.

The Guarantor agrees not to disclose information provided by any other party that is not publicly available except:


(a)	in connection with any person exercising rights or dealing with rights or obligations under this guarantee and indemnity (including in connection with preparatory steps such as negotiating with any potential assignee of a FleetCo’s rights or other person who is considering contracting with a FleetCo in connection with this guarantee and indemnity); or


(b)	to directors, officers, employees, legal and other professional advisers and auditors of the FleetCos; or


(c)	to any party to this guarantee and indemnity or any Affiliate of any party to this guarantee and indemnity, provided the recipient agrees to act consistently with this clause; or


(d)	with the consent of the party who provided the information (such consent not to be unreasonably withheld); or


(e)	to an Equivalent Rating Agency; or


(f)	as required by any law or the rules of any regulatory body or stock exchange.

Each party consents to disclosures made in accordance with this clause.


15.16	Non-Petition

Notwithstanding anything to the contrary in this guarantee and indemnity or any Relevant Document, only the FleetCo Security Trustee may pursue the remedies available under the general law or under the FleetCo Security Trust Deeds to enforce this guarantee and indemnity or the FleetCo Security and no other Person shall be entitled to proceed directly against any FleetCo in respect hereof (unless the relevant FleetCo Security Trustee, having become bound to proceed in accordance with the terms of the relevant FleetCo Related Documents, fails or neglects to do so). The Guarantor hereby agrees with and acknowledges to each FleetCo, the Issuer Security Trustee and the FleetCo Security Trustee until the date falling one year and one day after the Legal Final Payment Date, that:


(a)	it shall not have the right to take or join any person in taking any steps against any FleetCo for the purpose of obtaining payment of any amount due from any FleetCo (other than serving a written demand subject to the terms of the relevant FleetCo Security Trust Deed); and


(b)	neither it nor any Person on its behalf shall initiate or join any person in initiating an Event of Bankruptcy or the appointment of any Insolvency Official in relation to any FleetCo, provided that, the FleetCo Security Trustee shall have the right to take any action pursuant to and in accordance with the Related Documents.

The provisions of this Sub-Clause 15.15 ( Non-Petition ) shall survive the termination of this guarantee and indemnity.


15.17	No Recourse

The Guarantor agrees with and acknowledges that, notwithstanding any other provision of any FleetCo Related Document, all obligations of each FleetCo to it are limited in recourse as set out below:


(a)	it will have a claim only in respect of the relevant FleetCo Collateral and will not have any claim, by operation of law or otherwise, against, or recourse to any of the other assets of the relevant FleetCo or its contributed capital;


(b)	sums payable to it in respect of any of any FleetCo’s obligations to it shall be limited to the lesser of (i) the aggregate amount of all sums due and payable to it and (ii) the aggregate

amounts received, realised or otherwise recovered by or for the account of the FleetCo Security Trustee in respect of the relevant FleetCo Security whether pursuant to enforcement of the FleetCo Security or otherwise; and

(c)

upon the FleetCo Security Trustee giving written notice that it has determined in its sole opinion that there is no reasonable likelihood of there being any further realisations in respect of the relevant FleetCo Security (whether arising from an enforcement of the relevant FleetCo Security or otherwise) which would be available to pay unpaid amounts outstanding under the relevant FleetCo Related Documents, it shall have no further claim against the relevant FleetCo in respect of any such unpaid amounts and such unpaid amounts shall be discharged in full.

The provisions of this Clause 15.16 ( No Recourse ) shall survive the termination of this guarantee and indemnity.


15.18	Further steps

The Guarantor agrees to do anything a FleetCo asks (such as obtaining consents, signing and producing documents, producing receipts and getting documents completed and signed):


(a)	to bind the Guarantor and any other person intended to be bound under this guarantee and indemnity; or


(b)	to enable a FleetCo to register a power of attorney given in connection with this guarantee and indemnity; or


(c)	to show whether the Guarantor is complying with this guarantee and indemnity.


15.19	Each signatory bound

This guarantee and indemnity binds each person who signs as Guarantor even if another person who was intended to sign does not sign it or is not bound by it.


15.20	Deed and Counterparts


(a)	Each of the parties to this document intends it to be a deed and agrees to execute and deliver it as a deed.


(b)	This guarantee and indemnity may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same agreement.


15.21	Electronic Execution

This guarantee and indemnity may be transmitted and/or signed by facsimile or other electronic means (i.e., a “pdf” or “tiff”). The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually signed originals and shall be binding on each party hereto. The words “execution,” “signed,” “signature,” and words of like import in this guarantee and indemnity or in any amendment hereto or other modification hereof (including, without limitation, waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be.


15.22	Table of Contents, Headings, etc.

The Table of Contents and headings of the Clauses of this guarantee and indemnity 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.


15.23	Governing law and Jurisdiction


(a)	This guarantee and indemnity and any non-contractual obligations arising out of or in connection with it are governed by English law.


(b)	The courts of England have exclusive jurisdiction to settle any Dispute arising out of or in connection with this guarantee and indemnity and the parties therefore irrevocably submit to the jurisdiction of those courts.


(c)	The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

(d)

Each of the Guarantor, Dutch FleetCo, French FleetCo, German FleetCo and Spanish FleetCo agrees that the process by which any proceedings arising out of or in connection with this Agreement or any other Related Document may be served on it is by being delivered to Hertz Europe Limited of Hertz House, 11 Vine Street, Uxbridge, Middlesex UB8 1QE and if the appointment of a process agent by a party ceases to be effective, each such party shall immediately appoint another person in England as its process agent in respect of this Agreement and notify the other parties of the appointment and, if such party to a Related Document fails to appoint such further person, the Issuer Security Trustee may appoint another agent for this purpose. Each of the Guarantor, Dutch FleetCo, French FleetCo, German FleetCo and Spanish FleetCo further agrees that failure by an agent for service of process to notify such party to a Related Document of such process will not invalidate the proceedings concerned.


15.24	Serving documents

Without preventing any other method of service, any document in a court action may be served on a party being delivered to or left at that party’s address for service of notices under Clause 3 of the Master Definitions and Constructions Agreement.


15.25	Issuer Security Trustee and FleetCo Security Trustee

Each of the Issuer Security Trustee and FleetCo Security Trustee has agreed to become a party to this Agreement solely for the better enforcement and preservation of its rights, to receive the benefit of the representations, warranties, covenants, indemnities and other obligations and to agree amendments to this Agreement. Neither the Issuer Security Trustee nor the FleetCo Security Trustee shall by doing so assume any obligation or incur any liability of any kind to any party.

EXECUTED as a deed

Guarantor

EXECUTED AS A DEED by

THE HERTZ CORPORATION

By: /s/ R. Scott Massengill
Name: R. Scott Massengill
Title: SVP and Treasurer

Dutch FleetCo

EXECUTED and DELIVERED as a DEED by

STUURGROEP FLEET (NETHERLANDS) B.V.

acting by its duly authorized attorney:

Interust Management B.V.
Managing Director



/s/ E.M. van Ankeren E.M. van Ankeren Managing Director	/s/ V. Vink A. Vink Proxyholder

Name: R. Rossieau

In the presence of:

…/s/ R. Rossieau……………..

Signature and name of witness

[THC GUARANTEE AND INDEMNITY – SIGNATURE PAGE]

French FleetCo

EXECUTED and DELIVERED as a DEED by

RAC FINANCE S.A.S.

acting by its duly authorized attorney:

…/s/ Denis Mancheron ……………………………………..

Name: Denis Mancheron

In the presence of:

…Gregory VandenBroucke……………………………………..

Signature and name of witness

/s/ Gregory VandenBroucke

German FleetCo

SIGNED and DELIVERED as a DEED

for and on behalf of HERTZ FLEET LIMITED

by its lawfully appointed attorney: _____ Rhys Owens /s/ Rhys Owens

in the presence of: (Attorney signature)

/s/ Eoin Dunne

(Witness’ Signature)

Eoin Dunne ___________________

(Witness’ Name)

Fourth Floor
3 George’s Dock
IFSC
Dublin 1
______________________

(Witness’ Address)

Administrator

(Witness’ Occupation)

[THC GUARANTEE AND INDEMNITY – SIGNATURE PAGE]

Spanish FleetCo

EXECUTED and DELIVERED as a DEED by

STUURGROEP FLEET (NETHERLANDS) B.V. SPANISH BRANCH

acting by its duly authorized attorney:

…/s/ Marie José Porrero …………………………………..

Name: Marie José Porrero

In the presence of:

…Alicia Garcia………………………..

Signature and name of witness

/s/ Alicia Garcia

Issuer Security Trustee

EXECUTED and DELIVERED as a DEED by

BNP PARIBAS TRUST CORPORATION UK LIMITED



…/s/ Helen Tricard…………………………….. Director	…/s/ Clive Kentish…………..

[THC GUARANTEE AND INDEMNITY – SIGNATURE PAGE]

FleetCo Security Trustee

EXECUTED and DELIVERED as a DEED by

BNP PARIBAS TRUST CORPORATION UK LIMITED



…/s/ Helen Tricard…………………………….. Director	…/s/ Clive Kentish…………..

[THC GUARANTEE AND INDEMNITY – SIGNATURE PAGE]

Execution version Exhibit 4.17.4

25 September 2018

FRENCH MASTER LEASE AND SERVICING AGREEMENT

between

RAC FINANCE SAS
as Lessor

HERTZ FRANCE SAS
as Lessee and Servicer

those Permitted Lessees from time to time becoming Lessees hereunder

and

BNP PARIBAS TRUST CORPORATION UK LIMITED
as French Security Trustee

and

BNP PARIBAS TRUST CORPORATION UK LIMITED
as Issuer Security Trustee



1	DEFINITIONS AND CONSTRUCTION	1
2	NATURE OF AGREEMENT	2
3	TERM	9
4	RENT AND LEASE CHARGES	10
5	VEHICLE OPERATIONAL COVENANTS	14
6	SERVICER FUNCTIONS AND COMPENSATION	19
7	CERTAIN REPRESENTATIONS AND WARRANTIES	25
8	CERTAIN AFFIRMATIVE COVENANTS	26
9	DEFAULT AND REMEDIES THEREFOR	28
10	CERTIFICATION OF TRADE OR BUSINESS USE	32
11	[RESERVED]	32
12	ADDITIONAL LESSEES	32
13	SECURITY AND ASSIGNMENTS	33
14	NON-LIABILITY OF LESSOR	34
15	NON-PETITION AND NO RECOURSE	34
16	SUBMISSION TO JURISDICTION	36
17	GOVERNING LAW	36
18	[RESERVED]	36
19	NOTICES	36
20	ENTIRE AGREEMENT	36
21	MODIFICATION AND SEVERABILITY	36
22	SURVIVABILITY	37
23	[RESERVED]	37
24	[RESERVED]	37
25	ELECTRONIC EXECUTION	37
26	LESSEE TERMINATION AND RESIGNATION	37
27	[RESERVED]	37
28	[RESERVED]	37
29	NO HARDSHIP	37
30	GOVERNING LANGUAGE	38
ANNEX A
	FORM OF AFFILIATE JOINDER IN LEASE	5
EXHIBIT A
	FORM OF LESSEE RESIGNATION NOTICE	7
SCHEDULE I
	Common Terms of Motor Third Party Liability Cover	8
SCHEDULE II
	Insurance Broker Letter of Undertaking	9
SCHEDULE III
	Required Contractual Criteria for Vehicle Purchasing Agreements	11
SCHEDULE IV
	Draft Transfer and Joint and Several Liability Language to be included in Pro Forma Manufacturer Program	15
Annex 1
	Form of Transfer Certificate	17



Annex 2
	Form of Acknowledgement of Joint and Several Liability	19
SCHEDULE V
	Form of Notices to Landlords, Car Parks Owners and Transporters	21
SCHEDULE VI FORM OF FRENCH MASTER LEASE EXTENSION AGREEMENT		28
SCHEDULE V
	Form of Initial Lease Vehicle Acquisition Schedule	29

THIS AGREEMENT (as amended, modified or supplemented from time to time in accordance with the provisions hereof, this “ Agreement ”), is made on 25 September 2018 between the following parties


(1)	RAC FINANCE SAS , an entity established in France with its principal place of business in Beauvais, whose registered office is at 172 avenue Marcel Dassault, 60000 Beauvais, France (“ French FleetCo ”), as lessor (in such capacity, the “ Lessor ”);


(2)	HERTZ FRANCE SAS , an entity established in France having its registered address at 1/3 avenue Westphalie, Immeuble Futura 3, 78180 Montigny Le Bretonneux, France (“ French OpCo ”), as a lessee and as servicer (in such capacity as servicer, the “ Servicer ”); and


(3)	those various Permitted Lessees (as defined herein) from time to time becoming Lessees hereunder pursuant to Clause 12 ( Additional Lessees ) hereof (each, an “ Additional Lessee ”), as lessees (French OpCo and the Additional Lessees, in their capacities as lessees, each a “ Lessee ” and, collectively, the “ Lessees ”);


(4)	BNP PARIBAS TRUST CORPORATION UK LIMITED , acting through its registered office at 10 Harewood Avenue, London NW1 6AA, as French security trustee (in such capacity, the “ French Security Trustee ”); and


(5)	BNP PARIBAS TRUST CORPORATION UK LIMITED , acting through its registered office at 10 Harewood Avenue, London NW1 6AA, as Issuer security trustee (in such capacity, the “ Issuer Security Trustee ”).

WHEREAS


(A)	The Lessor has purchased or will purchase French Vehicles from various parties on arm’s-length terms pursuant to one or more other motor vehicle purchase agreements or otherwise, in each case, that the Lessor determines shall be leased hereunder.


(B)	The Lessor desires to lease to each Lessee and each Lessee desires to lease from the Lessor certain Lease Vehicles for use in connection with the business of such Lessee, including use by such Lessee’s employees, directors, officers, representatives, agents and other business associates in their personal or professional capacities.


(C)	The Lessor and each Lessee desire the Servicer to perform various servicing functions with respect to the Lease Vehicles (to the extent relating to the Vehicles purported to be leased pursuant to this Agreement), and the Servicer desires to perform such functions, in accordance with the terms hereof.

THE PARTIES HEREBY AGREE AS FOLLOWS


1	DEFINITIONS AND CONSTRUCTION


1.1	Definitions

Except as otherwise defined herein, capitalized terms used herein shall have the meanings assigned to such terms in the master definitions and constructions agreement signed by, amongst others, the parties hereto dated the Signing Date as amended, modified or supplemented from time to time (the “ Master Definitions and Constructions Agreement ”). All Clause, Sub-Clause or paragraph references herein shall refer to clauses, sub-clauses or paragraphs of this Agreement, except as otherwise provided herein.


1.2	Rules of Construction


(a)	In this Agreement, including the preamble, recitals, attachments, schedules, annexes, exhibits and joinders hereto, unless the context otherwise requires, words and expressions used have

the constructions ascribed to them in Clause 2 ( Principles of Interpretation and Construction ) of the Master Definitions and Constructions Agreement.


(b)	If any obligations of a party to this Agreement or provisions of this Agreement are subject to or contrary to any mandatory principles of applicable law, compliance with such obligations and/or provisions of this Agreement shall be deemed to be subject to such mandatory principles (or waived) to the extent necessary to be in compliance with such law.

(c)

In this Agreement, the term “ sub-lease ” means any underlease, sub-lease, license or mandate in relation to the use of a Lease Vehicle between a Lessee, as lessor, and a sub-lessee, as lessee but does not include, for the avoidance of doubt, any arrangements and normal business operations involving the ultimate return of Lease Vehicles from locations not operated by a Lessee to drop locations of such Lessee (and ancillary use or transportation of such Lease Vehicles in relation thereto).


(d)	Each Lessee and the Lessor agrees that the role of Hertz France SAS as third party holder shall prevail over its role as Lessee or Servicer and that in the event of any conflict or discrepancy between the French Vehicle Pledge Agreement and this Agreement, the terms of the French Vehicle Pledge Agreement shall prevail.


(e)	Words in French used in this Agreement and having a specific legal meaning should prevail over the English translation.


1.3	Effectiveness

The parties hereto acknowledge and agree that the rights and obligations under this Agreement shall become effective at the Effective Time.


2	NATURE OF AGREEMENT

(a)

Each Lessee and the Lessor acknowledges that the relationship between the Lessor and each Lessee pursuant to this Agreement shall be only that of a lessor and a lessee and that any lease of Lease Vehicles granted pursuant to this Agreement shall be a lease governed by French law and title to the Lease Vehicles will at all times remain with the Lessor. No Lessee shall acquire by virtue of this Agreement any right, title or interest in or to or option to purchase any Lease Vehicles, except the leasehold interest established by this Agreement. The parties agree that this Agreement is a lease on arm’s length terms and agree to treat the leasehold interest established by this Agreement over each Lease Vehicle as a lease ( location simple ) of such Lease Vehicle governed by articles 1713 and seq. of the French Code civil for all purposes, including accounting, regulatory and otherwise, and not a crédit-bail or a vente à tempérament or a location-vente .


(b)	[Reserved]


2.1	Lease of Vehicles


(a)	Lease of Existing Fleet . From the Closing Date and subject to the terms and provisions hereof and the Global Deed of Termination and Release, each of the Lessee and the Lessor hereto agree that:

(i)

on the Closing Date (A) the Lessor shall lease to the Lessee and (B) the Lessee shall lease from the Lessor, in each case, all Vehicles leased (as at the Closing Date) pursuant to the French master lease agreement entered into on 6 August 2007 (as such agreement has been amended and restated from time to time) between Hertz France SAS (as lessee thereunder), RAC Finance SAS (as lessor thereunder) and BNP Paribas Trust Corporation UK Limited (as borrower security trustee

thereunder) (which such agreement shall, for the purposes of this Sub-Clause 2.1, be referred to as the “ Terminated French Master Lease ”);


(ii)	on the Closing Date, all rights and obligations of each party under the Terminated French Master Lease shall be terminated in accordance with the provisions of the Global Deed of Termination and Release dated on or around the date hereof;


(iii)	from and including the Closing Date, the Vehicles leased pursuant to Sub-Clause 2.1(a) above shall be leased in accordance with the terms and provisions of this French Master Lease and each party hereto shall have the rights and obligations provided for in this Agreement in connection with the Vehicles referred to in this Sub-Clause 2.1(a); and


(iv)	the capitalized cost of each Vehicle leased pursuant to Sub-Clause 2.1(a) above shall be equal to such Vehicle’s net book value immediately prior to such Vehicle’s Vehicle Lease Commencement Date.

(b)

Agreement to Lease . From time to time, subject to the terms and provisions hereof (including satisfaction of the conditions precedent set forth in Sub-Clause 2.1(c) ( Conditions Precedent to Lease of Lease Vehicles )), the Lessor agrees to lease to each Lessee, and each Lessee agrees to lease from the Lessor those certain Lease Vehicles identified on Lease Vehicle Acquisition Schedules and Intra-Lease Lessee Transfer Schedules produced from time to time by or on behalf of such Lessee pursuant to Sub-Clauses 2.1(d) ( Lease Vehicle Purchases and Lease Vehicle Acquisition Schedules ) and 2.2(b) ( Intra-Lease Transfers ), respectively.


(c)	Conditions Precedent to Lease of Lease Vehicles . The agreement of the Lessor to commence leasing any Lease Vehicle to any Lessee hereunder is subject to the following conditions precedent being satisfied at the time the Lessor orders such Lease Vehicles:

(i)

No Default . No Lease Event of Default shall have occurred and be continuing on the Vehicle Lease Commencement Date for such Lease Vehicle or would result from the leasing of such Lease Vehicle hereunder, and no Potential Lease Event of Default with respect to any event or condition specified in Sub-Clause 9.1.1 ( Events of Default ), Sub-Clause 9.1.5 ( Events of Default ) or Sub-Clause 9.1.8 ( Events of Default ) shall have occurred and be continuing on the Vehicle Lease Commencement Date for such Lease Vehicle or would result from the leasing of such Lease Vehicle hereunder;


(ii)	Funding . French FleetCo shall have sufficient available funding to purchase such Lease Vehicle;

(iii)

Representations and Warranties . The representations and warranties contained in Clause 7 ( Certain Representations and Warranties ) are true and correct in all material respects (unless any such representation or warranty contains a materiality limitation by its terms, in which case such representation or warranty shall be true and correct) as of such date (unless any such representation or warranty by its terms makes reference to a specific date, in which case, such representation or warranty shall be true and correct for such specific date);


(iv)	Eligible Vehicle . Such Lease Vehicle is an Eligible Vehicle or in the case of any Credit Vehicle will be an Eligible Vehicle following payment of the purchase price in respect thereof;


(v)	Vehicle Purchasing Agreement . Such Lease Vehicle has been ordered in accordance with the terms of the relevant Vehicle Purchasing Agreement;


(vi)	Lease Expiration Date . The Lease Expiration Date has not occurred; and


(vii)	Payment . If such Lease Vehicle was purchased by French FleetCo on non-credit terms, French FleetCo has paid in full the purchase price for such Lease Vehicle and if such Lease Vehicle was purchased on credit terms by French FleetCo, such Lease Vehicle has been delivered to or (as the case may be) is available for collection by French FleetCo.


(d)	Lease Vehicle Purchases and Lease Vehicle Acquisition Schedules

(i)

Each Lessee may from time to time request that the Lessor acquires vehicles for the purpose of leasing such vehicles in accordance with the terms of this Agreement (which request may be amended or cancelled in such Lessee’s sole discretion before the delivery of the relevant Vehicle provided that no French Leasing Company Amortization Event has occurred and is continuing, and provided further that the Lessor shall only be obliged to accept such amendment or cancellation subject to being able to make an amendment or cancellation to the corresponding vehicle order under the relevant Vehicle Purchasing Agreement or Sale Agreement and, to the extent that the Lessor will incur any Liability as a result thereof and the relevant Manufacturer or Dealer confirms that such a Liability is due, the Lessor having received full payment from the Lessee for any such Liabilities). The Lessor may, in its absolute discretion, and provided that the conditions precedent in Clause 2.1(c) ( Conditions Precedent to Lease of Lease Vehicles ) above have been satisfied or waived, order the relevant vehicles in accordance with the terms of the relevant Vehicle Purchasing Agreement. Each Lessee shall deliver or cause to be delivered to the Lessor one or more schedules identifying the vehicles which the Lessor has acquired pursuant to a Vehicle Purchasing Agreement following a request by such Lessee, which schedules shall include the Basic Lease Vehicle Information (each such schedule, a “ Lease Vehicle Acquisition Schedule ”). Each Lessee hereby agrees that each such delivery of a Lease Vehicle Acquisition Schedule shall be deemed hereunder to constitute a representation and warranty by such Lessee, to and in favor of the Lessor, that each condition precedent to the leasing of the Lease Vehicles identified in such Lease Vehicle Acquisition Schedule has been satisfied as of the date of such delivery.

(ii)

During the period from the Vehicle Lease Commencement Date in respect of a Lease Vehicle to the date that such Lease Vehicle is first identified on a Lease Vehicle Acquisition Schedule, the existence of a lease between the Lessor and a Lessee in respect of that Lease Vehicle shall be evidenced and determined by reference to the records of the Lessor (which such records shall be held to be correct for all purposes unless manifestly erroneous).


(iii)	The Lease Vehicle Acquisition Schedule for each Lease Vehicle to be leased hereunder on the Closing Date shall be substantially in the form as set out in Schedule VII ( Form of Initial Lease Vehicle Acquisition Schedule ).


(e)	Lease Vehicle Acceptance or Non-conforming Lease Vehicle Rejection .

(i)

conforming Lease Vehicle during the Inspection Period (the delivery date of such written notice, the “ Rejection Date ”). If such Lessee timely notifies the Lessor that such Vehicle is a Non-conforming Lease Vehicle, then such Non-conforming Lease Vehicle with respect to which such Lessee has so notified the Lessor shall be a “ Rejected Vehicle ”.

(ii)

Notwithstanding Sub-Clause 2.1(e)(i) above, a Lessee will only be entitled to reject any Lease Vehicle delivered to it by or on behalf of the Lessor (A) if the Lessor is itself entitled to reject such Lease Vehicle under the relevant Vehicle Purchasing Agreement pursuant to which such Vehicle was ordered and (B) subject to the same conditions (to the extent applicable) as to rejection as may be applicable to the Lessor under the relevant Vehicle Purchasing Agreement in respect of such Vehicle.


(iii)	The Lessor shall cause the Servicer to dispose of a Rejected Vehicle described in sub-paragraph (i) above (including by returning such Rejected Vehicle to the seller thereof in accordance with the terms of the applicable Vehicle Purchasing Agreement) in accordance with Sub-Clause 6.1 ( Servicer Functions with Respect to Lease Vehicle Returns, Disposition and Invoicing ).


2.2	Certain Transfers


(a)	Sales to Lessee. Unless a Lease Event of default has occurred and is continuing, the Lessor and the relevant Lessee may from time to time, in their absolute discretion, agree for the Lessor to sell a Lease Vehicle during such Lease Vehicle’s Vehicle Term to the relevant Lessee for an amount equal to the net book value under GAAP of such Lease Vehicle.

(b)

Intra-Lease Transfers . From time to time, a particular Lessee (the “ Transferor Lessee ”) may desire to cease leasing a Lease Vehicle hereunder and another Lessee (the “ Transferee Lessee ”) may desire to commence leasing such Lease Vehicle hereunder. Upon delivery by such Lessees to the Lessor of written notice identifying by VIN each Lease Vehicle to be so transferred from such Transferor Lessee to such Transferee Lessee (such notice, an “ Intra-Lease Lessee Transfer Schedule ”), each Lease Vehicle identified in such Intra-Lease Lessee Transfer Schedule shall cease to be leased by the Transferor Lessee and shall contemporaneously commence being leased to the Transferee Lessee, provided that such transfer does not result in the breach of any prescribed limits relating to Lease Vehicles set out in the Related Documents. Each Lessee agrees that upon such a transfer of any Lease Vehicle from one Lessee to another Lessee pursuant to this Agreement, such Transferor Lessee relinquishes all rights that it has in such Lease Vehicle pursuant to this Agreement. Each Intra-Lease Lessee Transfer Schedule may be delivered electronically and may be delivered directly by either the applicable Transferor Lessee or the applicable Transferee Lessee or on behalf of either such party by any agent or designee of such party. In accordance with article 1216 of the French Code civil , the Lessor hereby agrees in advance to any transfer of lease agreement between a Transferor Lessee and a Transferee Lessee.


2.3	Transfer of Risks

As of the relevant Vehicle Lease Commencement Date, and until the later of:


(a)	the Vehicle Lease Expiration Date; or


(b)	such time at which the Lessee and the relevant sub-lessee (if any) no longer possesses such Lease Vehicle and the risk of loss, damage, theft, taking, destruction, attachment, seizure, confiscation or requisition with respect to such Lease Vehicle has been transferred to any third party,

the Lessee assumes and bears the risk of loss, damage, theft, taking, destruction, attachment, seizure, confiscation or requisition with respect to such Lease Vehicle, however caused or occasioned, and all other risks and liabilities relating to the Lease Vehicle.


2.4	Return

(a)

Lessee Right to Return . Any Lessee may return any Lease Vehicle (other than any Lease Vehicle that has experienced a Casualty or become an Ineligible Vehicle) then leased by such Lessee at any time prior to such Lease Vehicle’s French Master Lease Scheduled Expiration Date to the Servicer at the location for such Lease Vehicle’s return reasonably specified by the Servicer; provided that, for the avoidance of doubt, the Vehicle Term for such Lease Vehicle will continue until the Vehicle Lease Expiration Date thereof, notwithstanding the prior return of such Lease Vehicle pursuant to this Sub-Clause 2.4(a) ( Lessee Right to Return ).


(b)	Lessee Obligation to Return . Each Lessee shall return each Lease Vehicle leased by such Lessee on or prior to such Lease Vehicle’s French Master Lease Scheduled Expiration Date to the Servicer at the location for such Lease Vehicle’s return reasonably specified by the Servicer (taking into account transportation costs and expected realizable disposition proceeds).


2.5	Redesignation of Vehicles


(a)	Mandatory Program Vehicle to Non-Program Vehicle Redesignations . With respect to any Lease Vehicle that is a Program Vehicle leased by any Lessee hereunder as of any date of determination, the Lessor shall on the date specified in Sub-Clause 2.5(d) ( Timing of Redesignations ) redesignate such Lease Vehicle as a Non-Program Vehicle, if:


(i)	a Manufacturer Event of Default is continuing with respect to the Manufacturer of such Lease Vehicle as of such date; or

(ii)

as of any such date occurring after the Minimum Program Term End Date with respect to such Lease Vehicle, such Lease Vehicle was returned as of such date pursuant to the terms of the Manufacturer Program with respect to such Lease Vehicle, the Manufacturer of such Lease Vehicle would not be obligated to pay a repurchase price for such Lease Vehicle, or guarantee the disposition proceeds to be received for such Vehicle, in each case in an amount at least equal to (1) the Net Book Value of such Lease Vehicle, as of such date, minus (2) the Final Base Rent that would be payable in respect of such Lease Vehicle, assuming that such date were the Disposition Date for such Lease Vehicle, minus (3) the Excess Mileage Charges with respect to such Lease Vehicle, that would be applicable as of such date, assuming that such date were the Disposition Date, minus (4) the Excess Damage Charges with respect to such Lease Vehicle, that would be applicable as of such date, assuming that such date were the Disposition Date, minus (5) the Pre-VLCD Program Vehicle Depreciation Amount paid or payable with respect to such Lease Vehicle, as of such date, minus (6) the Program Vehicle Depreciation Assumption True-Up Amount paid or payable with respect to such Lease Vehicle, as of such date.

(b)

Optional Program Vehicle to Non-Program Vehicle Redesignations . In addition to Sub-Clause 2.5(a) ( Mandatory Program Vehicle to Non-Program Vehicle Redesignations ) and without limitation thereto, with respect to any Lease Vehicle that is a Program Vehicle leased by any Lessee hereunder as of any date of determination, such Lessee may redesignate such Lease Vehicle as a Non-Program Vehicle upon written notice to the Lessor (which written notice may be delivered electronically and may be delivered directly by such Lessee or on its behalf by any agent or designee of such Lessee); provided that, such Lessee shall not redesignate any Program Vehicle as a Non-Program Vehicle pursuant to this Sub-Clause

2.5(b) ( Optional Program Vehicle to Non-Program Vehicle Redesignations ) if, after giving effect to such redesignation, an Aggregate Asset Amount Deficiency would exist, unless such redesignation would decrease the amount of such Aggregate Asset Amount Deficiency.

(c)

Non-Program Vehicle to Program Vehicle Redesignations . With respect to any Lease Vehicle that is a Non-Program Vehicle leased by any Lessee hereunder as of any date of determination, if such Lease Vehicle was previously designated as a Program Vehicle, then such Lessee may redesignate such Lease Vehicle as a Program Vehicle upon written notice to the Lessor (which written notice may be delivered electronically and may be delivered directly by such Lessee or on its behalf by any agent or designee of such Lessee); provided that, such Lessee may not redesignate any such Lease Vehicle as a Program Vehicle if such Lease Vehicle would then be required to be redesignated as a Non-Program Vehicle pursuant to Sub-Clause 2.5(a) ( Mandatory Program Vehicle to Non-Program Vehicle Redesignations ) after designating such Lease Vehicle as a Program Vehicle.

(d)

Timing of Redesignations . With respect to any redesignation to be effected pursuant to Sub-Clause 2.5(a) ( Mandatory Program Vehicle to Non-Program Vehicle Redesignations ), such redesignation shall occur as of the first calendar day of the calendar month following the date on which the applicable event or condition described in Sub-Clause 2.5(a)(i) or (ii) ( Mandatory Program Vehicle to Non-Program Vehicle Redesignations ) occurs. With respect to any redesignation to be effected pursuant to Sub-Clause 2.5(b) ( Optional Program Vehicle to Non-Program Vehicle Redesignations ) or 2.5(c) ( Non-Program Vehicle to Program Vehicle Redesignations ), such redesignation shall occur as of the first calendar day of the calendar month immediately following the calendar month of the date written notice was delivered by the applicable Lessee of such redesignation.

(e)

Program Vehicle to Non-Program Vehicle Redesignation Payments . With respect to any Lease Vehicle that is redesignated as a Non-Program Vehicle pursuant to Sub-Clause 2.5(a) ( Mandatory Program Vehicle to Non-Program Vehicle Redesignations ) or Sub-Clause 2.5(b) ( Optional Program Vehicle to Non-Program Vehicle Redesignations ), the Lessee of such Lease Vehicle as of the close of business on the date of such redesignation shall pay to the Lessor on the Payment Date following the effective date of such redesignation, as determined in accordance with Sub-Clause 2.5(d) ( Timing of Redesignations ), an amount equal to the excess, if any, of the Net Book Value of such Lease Vehicle over the Market Value of such Lease Vehicle, in each case, as of the date of such redesignation (such excess, if any, for such Lease Vehicle, a “ Redesignation to Non-Program Amount ”).

(f)

Non-Program Vehicle to Program Vehicle Redesignation Payments . With respect to any Lease Vehicle that is redesignated as a Program Vehicle pursuant to Sub-Clause 2.5(c) ( Non-Program Vehicle to Program Vehicle Redesignations ), the Lessor shall pay to the Lessee of such Lease Vehicle on the Payment Date following the effective date of such redesignation, as determined in accordance with Sub-Clause 2.5(d) ( Timing of Redesignations ), an amount equal to the excess, if any, of the Net Book Value of such Lease Vehicle (as of the date of such redesignation and calculated assuming that such Lease Vehicle had never been designated as a Non-Program Vehicle) over the Net Book Value of such Lease Vehicle (as of the date of such redesignation but without giving effect to such Lease Vehicle’s redesignation as a Program Vehicle) (such excess, if any, for such Lease Vehicle and such redesignation, the “ Redesignation to Program Amount ”); provided that,


(i)	no payment shall be required to be made and no payment may be made by the Lessor pursuant to this Sub-Clause 2.5(f) ( Non-Program Vehicle to Program Vehicle Redesignation Payments ) to the extent that an Amortization Event or a Potential Amortization Event exists or would be caused by such payment;


(ii)	the amount of any such payment to be made by the Lessor on any such date shall be capped at and be paid from (and the obligation of the Lessor to make such payment on such date shall be limited to) the amount of funds available to the Lessor on such date; and


(iii)	if any such payment from the Lessor is limited in amount pursuant to the foregoing paragraph (i) or (ii), the Lessor shall pay to such Lessee the funds available to the Lessor on such Payment Date and shall pay to such Lessee on each Payment Date thereafter the amount available to the Lessor until such Redesignation to Program Amount has been paid in full to such Lessee.


2.6	Hell-or-High-Water Lease

Each Lessee’s obligation to pay all rent and other sums hereunder shall be absolute and unconditional, and shall not be subject to any abatement, setoff (except as required under Sub-Clause 4.9(f) below), counterclaim, deduction or reduction for any reason whatsoever. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein) for any reason, including without limitation:


(i)	any defect in the condition, merchantability, quality or fitness for use of the Lease Vehicles or any part thereof;


(ii)	any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Lease Vehicles or any part thereof;


(iii)	any restriction, prevention or curtailment of or interference with any use of the Lease Vehicles or any part thereof;


(iv)	any defect in or any Security on title to the Lease Vehicles or any part thereof;


(v)	any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of such Lessee or the Lessor;


(vi)	any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Agreement by any trustee or receiver of any Person mentioned above, or by any court;


(vii)	any claim that such Lessee has or might have against any Person, including without limitation the Lessor;


(viii)	any failure on the part of the Lessor or such Lessee to perform or comply with any of the terms hereof or of any other agreement;


(ix)	any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other French Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise;


(x)	any insurance premiums payable by such Lessee with respect to the Lease Vehicles; or


(xi)	any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable.

Each Lessee, to the extent permitted by law, waives all rights now or hereafter available to it under French law to any diminution or reduction of Rent or other amounts payable by such Lessee hereunder.

In particular, as an exception to the provisions of articles 1721, 1722, and 1724 of the French Code civil (and notwithstanding the fact that the relevant suspension of use may continue for a period of more than twenty-one (21) days), no Lessee shall be entitled to claim any diminution or reduction of Rent. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. All covenants and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise stated.


3	TERM


3.1	Vehicle Term


(a)	Vehicle Lease Commencement Date . The “ Vehicle Lease Commencement Date ” with respect to any Lease Vehicle shall mean the date referenced in the applicable Lease Vehicle Acquisition Schedule with respect to such Lease Vehicle, provided that:


(i)	in respect of Lease Vehicles which were leased under the Terminated French Master Lease, such date shall be the Closing Date;

(ii)

in respect of Lease Vehicles to be leased pursuant to this Agreement and which were not leased under the Terminated French Master Lease, in no event shall such date be a date later than (i) the date that funds are expended by French FleetCo to acquire such Lease Vehicle or (ii) if earlier, the date on which the Lease Vehicle is delivered (such date of payment, the “ Vehicle Funding Date ” for such Lease Vehicle).


(b)	Vehicle Term for Lease Vehicles . The “ Vehicle Term ” with respect to each Lease Vehicle shall extend from the Vehicle Lease Commencement Date through the earliest of:


(i)	the Disposition Date with respect to such Lease Vehicle;


(ii)	if such Lease Vehicle becomes a Rejected Vehicle, the Rejection Date with respect to such Rejected Vehicle; and


(iii)	the French Master Lease Scheduled Expiration Date with respect to such Lease Vehicle,

the earliest of such three dates being referred to as the “ Vehicle Lease Expiration Date ” for such Lease Vehicle, provided that, in relation to paragraph (iii) above, no Vehicle Lease Expiration Date will occur if a French Master Lease Extension Agreement has been executed within five (5) Business Days of the French Master Lease Scheduled Expiration Date.


(c)	[Reserved]


(d)	Lease Vehicles with Multiple Vehicle Terms . For the avoidance of doubt, with respect to any Lease Vehicle that experiences more than one Vehicle Term pursuant to this Agreement, each such Vehicle Term with respect to such Lease Vehicle will be treated as an independent Vehicle Term for all purposes hereunder.

(e)

Extension/Renewal of Term . So long as no Lease Event of Default is continuing under this Agreement, any lease of Lease Vehicles hereunder may be extended/renewed by the execution by the Lessor and the applicable Lessee of a French Master Lease Extension Agreement in substantially the form set out in Schedule VI ( Form of French Master Lease Extension Agreement ) on or before the French Master Lease Scheduled Expiration Date (or within 5 (five) Business Days after the French Master Lease Scheduled Expiration Date) in which circumstance the lease of the relevant Lease Vehicle will expire on the immediately

following French Master Lease Scheduled Expiration Date (and, notwithstanding any provision herein to the contrary, such lease shall have remained in full force and effect during such 5 (five) Business Day period following the relevant French Master Lease Scheduled Expiration Date). The French Master Lease Extension Agreement shall become effective on the date stated therein (subject to the deemed extension provision in this Sub-Clause 3.1(e) ( Extension/Renewal of Term )).


3.2	French Master Lease Term

The “ Lease Commencement Date ” shall mean the Closing Date. The “ Lease Expiration Date ” shall mean the later of (i) the date of the final payment in full of the French Advances and (ii) the Vehicle Lease Expiration Date for the last Lease Vehicle leased by the Lessee hereunder. The “ Term ” of this Agreement shall mean the period commencing on the Lease Commencement Date and ending on the Lease Expiration Date.


4	RENT AND LEASE CHARGES

Each Lessee will pay Rent due and payable on a monthly basis as set forth in this Clause 4 ( Rent and Lease Charges ).

4.0 Additional Rent on the First Payment Date

With respect to the Payment Date falling on 26 November 2018 only, the Monthly Base Rent or Monthly Variable Rent, as applicable, shall also include an amount determined by the Servicer in its reasonable discretion to reflect the depreciation and carrying charges accrued prior to the Closing Date which would have been payable by the Lessee in respect of each relevant Lease Vehicle in accordance with the French Prior Lease had such lease not been terminated on the Closing Date.


4.1	Depreciation Records and Depreciation Charges

On each Business Day, the Lessor shall establish or cause to be established the Depreciation Charge with respect to each Lease Vehicle, and the Lessor shall maintain, and upon request by a Lessee, deliver or cause to be delivered to such Lessee a record of such Depreciation Charges (such record, the “ Depreciation Record ”) with respect to each Lease Vehicle leased by such Lessee as of such date, the delivery of which may be satisfied by the Lessor posting or causing to be posted such depreciation records to a password-protected website made available to such Lessees or by any other reasonable means of electronic transmission (including, without limitation, email or other file transfer protocol), and may be made directly by the Lessor or on its behalf by any agent or designee of the Lessor.


4.2	Monthly Base Rent

With respect to any Payment Date and any Lease Vehicle (other than a Lease Vehicle with respect to which the Disposition Date occurred during such Related Month), the “ Monthly Base Rent ” with respect to such Lease Vehicle for such Payment Date shall equal the pro rata portion (based upon the number of days in the Related Month with respect to such Payment Date that were included in the Vehicle Term for such Lease Vehicle) of the Depreciation Charge for such Lease Vehicle as of the last day of such Related Month calculated on a 30/360 day basis.


4.3	Final Base Rent

With respect to any Payment Date and any Lease Vehicle with respect to which the Disposition Date occurred during such Related Month, the “ Final Base Rent ” with respect to any such Lease Vehicle for such Payment Date shall be an amount equal to the pro rata portion (based upon the number of days in such Related Month that were included in the Vehicle Term for such Lease Vehicle) of the

Depreciation Charge for such Lease Vehicle as of such Disposition Date, calculated on a 30/360 day basis.


4.4	Program Vehicle Depreciation Assumption True-Up Amount

If the Program Vehicle Depreciation Assumption True-Up Amount with respect to any Lease Vehicle is a positive number as of the first day following the end of the Estimation Period for such Lease Vehicle, then the Lessee of such Lease Vehicle shall pay the Lessor such Program Vehicle Depreciation Assumption True-Up Amount with respect to such Lease Vehicle in accordance with Sub-Clause 4.8.1 ( Payments ).


4.5	Monthly Variable Rent

The “ Monthly Variable Rent ” for each Payment Date and each Lease Vehicle other than a Lease Vehicle which was a Credit Vehicle on the last day of the Related Month with respect to such Payment Date (w) leased hereunder as of the last day of the Related Month with respect to such Payment Date, (x) the Disposition Date in respect of which occurred during such Related Month, or (y) that was purchased by the applicable Lessee during such Related Month, in each case shall equal to the product of:


(i)	the sum of:


(A)	all interest that has accrued on the French Advances during the Interest Period for the French Advances ending on the second Business Day immediately preceding the Determination Date immediately preceding such Payment Date, plus


(B)	all French Carrying Charges with respect to such Payment Date, and


(ii)	the quotient (the “ VR Quotient ”) obtained by dividing:


(A)	the Net Book Value of such Lease Vehicle as of the last day of such Related Month (or, if earlier, the Disposition Date with respect to such Lease Vehicle) by


(B)	the aggregate Net Book Values as of the last day of such Related Month (or, in any such case, if earlier, the Disposition Date of such Lease Vehicle) of all such Lease Vehicles leased by the Lessor to the Lessees.


4.6	Casualty; Ineligible Vehicles

On the second day of each calendar month, each Lessee shall deliver to the Servicer a list containing each Lease Vehicle leased by such Lessee that suffered a Casualty or became an Ineligible Vehicle in the preceding calendar month (each such list, a “ Monthly Casualty Report ”). Each such delivery may be satisfied by the applicable Lessee posting such Monthly Casualty Report to a password protected website made available to the Servicer or by any other reasonable means of electronic transmission (including by e-mail, file transfer protocol or otherwise) and may be so delivered directly by the applicable Lessee or on its behalf by any agent or designee of such Lessee. On the Disposition Date with respect to each Lease Vehicle that suffers a Casualty or becomes an Ineligible Vehicle, (i) the Lessor shall cause title to such Lease Vehicle to be transferred to or at the direction of the Lessee of such Lease Vehicle and (ii) such Lessee shall be entitled to any physical damage insurance proceeds applicable to such Lease Vehicle.


4.7	Payments

4.7.1

Subject to Clause 4.7.3, on each Payment Date and with respect to the Related Month thereto, after giving full credit for any prepayments made pursuant to Sub-Clause 4.10 ( Prepayments ), each Lessee shall pay to the Lessor an amount equal to the sum of the following amounts with respect to each Lease Vehicle leased by such Lessee hereunder to the last day of such Related Month (other than any Lease Vehicle the Disposition Date for which occurred during such Related Month):


(a)	the Monthly Base Rent with respect to such Lease Vehicle as of such Payment Date, plus


(b)	the Pre-VLCD Program Vehicle Depreciation Amount with respect to such Lease Vehicle, if any, plus


(c)	if the Program Vehicle Depreciation Assumption True-Up Amount owing with respect to such Lease Vehicle as of such Payment Date is a positive number, then such Program Vehicle Depreciation Assumption True-Up Amount minus all amounts previously paid by the applicable Lessee in respect of such Program Vehicle Depreciation True-Up Amount, plus


(d)	the Monthly Variable Rent with respect to such Lease Vehicle as of such Payment Date, plus


(e)	the Redesignation to Non-Program Amount, if any, with respect to such Lease Vehicle for such Payment Date.

4.7.2

Subject to Clause 4.7.3, on each Payment Date and with respect to the Related Month thereto, after giving full credit for any prepayments made pursuant to Sub-Clause 4.10 ( Prepayments ), each Lessee shall pay to the Lessor an amount equal to the sum of the following amounts with respect to each Lease Vehicle leased by such Lessee hereunder as of any day during such Related Month and the Disposition Date for which occurred during such Related Month:


(a)	the Casualty Payment Amount with respect to such Lease Vehicle, if any, plus


(b)	the Final Base Rent with respect to such Lease Vehicle, if any, plus


(c)	the Program Vehicle Special Default Payment Amount with respect to such Lease Vehicle, if any, plus


(d)	the Non-Program Vehicle Special Default Payment Amount with respect to such Lease Vehicle, if any, plus


(e)	the Early Program Return Payment Amount with respect to such Lease Vehicle, if any, plus


(f)	the Monthly Variable Rent owing with respect to such Lease Vehicle for such Payment Date.

4.7.3

The total amount of Rent payable by the Lessee to the Lessor on each Payment Date shall be adjusted by an amount (positive or negative) as reasonably determined by the Servicer to result in the net income and gains, of the Lessor for the Related Month, calculated in accordance with GAAP, taking into account, inter alia , (i) all interest expenses and other expenses of such Lessor (including, for the avoidance of doubt, such interest and other expenses paid and accrued but not yet paid) (in accordance with GAAP) and (ii) any losses or gains realised as of the last day of the Related Month in respect of the disposal of Non-Program Vehicles by (or on behalf of) the Lessor during such Related Month being equal to one twelfth of the French Minimum Profit Amount (the “Rental Adjustment”) provided that the Rental Adjustment shall not result in the Rent being reduced below such amount as is required by the Lessor to make any payments to third parties (including without limitations in respect of interest and other amounts payable to the FCT Noteholder under the FCT Note) on such Payment Date.


4.8	Making of Payments


(a)	All payments hereunder shall be made by the applicable Lessee, or by the Servicer or one or more of its Affiliates on behalf of such Lessee, to, or for the account of, the Lessor in immediately available funds, without setoff, counterclaim or deduction of any kind, except as required under Sub-Clause 4.8(f) below.


(b)	All such payments shall be deposited into the French Transaction Account not later than 12:00 noon, Paris time, on such Payment Date.


(c)	If any Lessee pays less than the entire amount of Rent (or any other amounts) due on any Payment Date, after giving full credit for all prepayments made pursuant to Sub-Clause 4.10 ( Prepayments ) with respect to amounts due on such Payment Date, then the payment received from such Lessee in respect of such Payment Date shall be first applied to the Monthly Variable Rent due on such Payment Date.

(d)

In the event any Lessee fails to remit payment of any amount due under this Agreement on or before the Payment Date or when otherwise due and payable hereunder, the amount not paid will be considered delinquent and such Lessee shall pay default interest with respect thereto at a rate equal to (i) the effective interest rate payable by French FleetCo on any overdue amounts owed by French FleetCo with respect to the French Advances or (ii) if no such interest is payable by French FleetCo, EURIBOR plus 1.0%, during the period from the Payment Date on which such delinquent amount was payable until such delinquent amount (with accrued interest) is paid.


(e)	EUR is the currency of account payment for any sum due from one party to another under this Agreement.


(f)	Tax gross-up :


(i)	Each Lessee shall make all payments to be made by it under this Agreement without any Tax Deduction, unless a Tax Deduction is a Requirement of Law.


(ii)	Each Lessee shall, promptly upon becoming aware that it is required to make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lessor and the French Security Trustee accordingly.


(iii)	If any Lessee is required by law to make a Tax Deduction, the amount of the payment due by such Lessee shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due to the payee if no Tax Deduction had been required.


(iv)	If any Lessee is required to make a Tax Deduction, such Lessee shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.


(v)	Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, each Lessee shall deliver to the Lessor and the French Security Trustee evidence reasonably satisfactory to the Lessor that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant Tax Authority.


4.9	Prepayments

On any Business Day, any Lessee, or the Servicer or one or more of its Affiliates on behalf of such Lessee, may, at its option, make a non-refundable payment to the Lessor of all or any portion of the Rent or any other amount that is payable by such Lessee hereunder on the Payment Date occurring

in the calendar month of such date of payment or the next succeeding Payment Date, in advance of such Payment Date.


4.10	Ordering and Delivery Expenses

With respect to any Lease Vehicle to be leased by any Lessee hereunder, such Lessee shall pay to or at the direction of the Lessor all applicable costs and expenses of freight, packing, handling, storage, shipment and delivery of such Lease Vehicle and all sales and use tax (if any) to the extent that the same have not been included in the Capitalized Cost of such Lease Vehicle, as such inclusion or exclusion has been reasonably determined by the Servicer.


4.11	[Reserved]


5	VEHICLE OPERATIONAL COVENANTS


5.1	[Reserved]

5.1.1

Maintenance and Repairs . As an exception to articles 1719 paragraph 2 and 1720 of the French Code civil , each Lessee shall pay for all maintenance and repairs for Lease Vehicles leased by it hereunder. Each Lessee will pay, or cause to be paid, all usual and routine expenses incurred in the use, maintenance and operation of Lease Vehicles leased by such Lessee hereunder including, but not limited to, fuel, lubricants, and coolants. Any improvements or additions to any Lease Vehicles shall become and remain the property of the Lessor, except that any addition to any Lease Vehicle made by any Lessee shall remain the property of such Lessee if such addition can be disconnected from such Lease Vehicle without impairing the functioning of such Lease Vehicle or its resale value, excluding such addition.


5.1.2	Insurance . Each Lessee shall:


(i)	arrange for the following insurances to be effected and maintained until the Lease Expiration Date:


(A)	for the Lessor, for itself and, to the extent each or any of the Lessor or a Lessee is required to do so as a Requirement of Law in the jurisdiction in which each or any of the Lessor or a Lessee is located, for any other Person, insurance cover which is a Requirement of Law, including providing protection against:


(1)	liability in respect of bodily injury or death caused to third parties; and


(2)	loss or damage to property belonging to third parties,

in each case arising out of the use of any Lease Vehicle at or above any applicable minimum limits of indemnity/liability as a Requirement of Law or (if higher) which would be considered to be reasonably prudent in the context of the vehicle rental industry (the “ Motor Third Party Liability Cover ”); and


(B)	for the Lessor, the French Security Trustee and itself, insurance cover providing protection against public and product liability in respect of Vehicles which the Lessor leases to the Lessees in an amount which would be considered to be reasonably prudent in the context of the vehicle rental industry (the “ Public/Product Liability Cover ”),

(each an “ Insurance Policy ” and, together the “ Insurance Policies ”), in each case with licensed insurance companies or underwriters;


(ii)	use reasonable endeavors to ensure that the Motor Third Party Liability Cover is endorsed by a non-vitiation clause substantially in the form as set out in Part A ( Non-vitiation endorsement ) of Schedule I ( Common Terms of Motor Third Party Liability Cover );


(iii)	use reasonable endeavors to ensure that the Motor Third Party Liability Cover is endorsed by a severability of interest clause substantially in the form as set out in Part B ( Severability of interest ) of Schedule I ( Common Terms of Motor Third Party Liability Cover );


(iv)	use reasonable endeavors to ensure that the Motor Third Party Liability Cover is endorsed by a “non-payment of premium” clause substantially in the form as set out in Part C ( Notice of non-payment of premium to be sent to the French Security Trustee ) of Schedule I ( Common Terms of Motor Third Party Liability Cover );


(v)	upon knowledge of the occurrence of an event giving rise to a claim under any of the Insurance Policies, arrange for a claim to be filed with the relevant insurance company or underwriters and provide assistance in attempting to bring the claim to a successful conclusion;


(vi)	ensure that the Insurance Policies are renewed or (as the case may be) replaced in a timely manner and shall pay premiums promptly and in accordance with the requirements of the relevant Insurance Policy;


(vii)	notify the Lessor and the French Security Trustee of any material changes to either a Lessee’s or the Lessor’s insurance coverage under any of the Insurance Policies;


(viii)	promptly notify the Lessor and the French Security Trustee of:


(A)	any notice of threatened cancellation or avoidance of any of the Insurance Policies received from the relevant insurer; and


(B)	any failure to pay premiums to the insurer or broker in accordance with the terms of any such Insurance Policies;

(ix)

if any of the Insurance Policies are not kept in full force and effect, and/or if a Lessee fails to pay any premiums thereunder, the Lessor has the right, but no obligation, to replace the relevant Insurance Policy or to pay the premiums due (if permitted under the relevant Insurance Policy), as the case may be, and in either case, the Lessee shall indemnify the Lessor for the amount of any premium and any Liabilities incurred in relation to replacement of the relevant Insurance Policy or payment of the premiums due by the Lessor, as the case may be (such indemnity shall be immediately due and payable by such Lessee);


(x)	retain custody of the original Insurance Policy documents and any correspondence regarding claims in respect of any of the Insurance Policies affecting the Lessor and shall supply the original Insurance Policy documents only (but not any claims correspondence) to the French Liquidation Co-ordinator and (if so requested) supply the Lessor and the French Security Trustee with copies thereof;

(xi)

comply, and use reasonable endeavors to ensure that any Affiliate to which a Lease Vehicle has been sub-leased pursuant to this Agreement and any sub-contractor, if any and to the extent required, complies, with the terms and conditions of the Insurance Policies, and shall not consent to, or voluntarily permit any act or omission which might invalidate or render unenforceable the whole or any part of the Insurance Policies;


(xii)	in respect of the Public/Product Liability Cover, if such insurance is obtained through a placing broker (or such placing broker is replaced with another), use reasonable endeavors to obtain a letter of undertaking substantially in the form set out in Schedule II ( Insurance Broker Letter of Undertaking ) Part A ( Public/Product Liability Cover ); and


(xiii)	in respect of the Motor Third Party Liability Cover, if such insurance is obtained through a placing broker (or such placing broker is replaced with another), use reasonable endeavors to obtain a letter of undertaking substantially in the form set out in Schedule 6 ( Insurance Broker Letter of Undertaking ) Part B ( Motor Third Party Liability ).


5.1.3	Ordering and Delivery Expenses . Each Lessee shall be responsible for the payment of all ordering and delivery expenses as set forth in Sub-Clause 4.11 ( Ordering and Delivery Expenses ).

5.1.4

Fees; Traffic Summonses; Penalties and Fines . Notwithstanding the fact that the Lessor is the owner (and the registered owner ( titulaire du certificat d'immatriculation )) of a Leased Vehicle, each Lessee shall be responsible for the payment of all registration fees, (including, as the case may be, the taxe régionale, taxe pour le développement de la formation professionnelle dans les transports and the taxe pour la gestion des certificats d'immatriculation des véhicules ), title fees, license fees or other similar governmental fees and taxes, all costs and expenses in connection with the transfer of title of, or reflection of the interest of any security holder in, any Lease Vehicle, traffic summonses, penalties, judgments and fines incurred with respect to any Lease Vehicle during the Vehicle Term for such Lease Vehicle or imposed during the Vehicle Term for such Lease Vehicle by any Governmental Authority with respect to such Lease Vehicles and any premiums relating to any of the Insurance Policies under Sub-Clause 5.1.2 (Insurance) above, in connection with such Lessee’s operation of such Lease Vehicles, provided that the Lessor has invoiced the Lessee for the relevant amount (unless otherwise permitted by the French Tax Authorities or French tax rules). The Lessor may, but is not required to, make any and all payments pursuant to this Sub-Clause 5.1.4 (Fees; Traffic Summonses; Penalties and Fines) on behalf of such Lessee, provided that, such Lessee will reimburse the Lessor in full for any and all payments made pursuant to this Sub-Clause 5.1.4.


5.1.5	In particular, in respect of the sanctions related to violation of the French road code ( Code de la Route ) by any user of the Vehicles leased under this Agreement, the Lessee shall take all necessary steps to ensure that the competent Governmental Authorities are fully informed that it is the lessee of the relevant Vehicle, as provided for in Articles L. 121–2 and L.121–3 of such code.


5.2	Vehicle Use

5.2.1

Each Lessee may use Lease Vehicles leased hereunder in connection with its car rental business, including use by such Lessee’s and its subsidiaries’ employees, directors, officers, agents, representatives and other business associates in their personal or professional capacities, subject to Sub-Clause 6.1 ( Servicer Functions with Respect to Lease Vehicle Returns, Disposition and Invoicing ) and Clause 9 ( Default and Remedies Therefor ) hereof and Sub-Clause 11.2 ( Rights of the French Security Trustee upon Amortization Event or Certain Other Events of Default ) of the French Facility Agreement. Each Lessee agrees to possess, operate and maintain each Lease Vehicle leased to it in a manner consistent with how such Lessee would possess, operate and maintain such Vehicle were such Lessee the beneficial owner of such Lease Vehicle.


5.2.2	In addition to the foregoing, each Lessee may sublet Lease Vehicles to any of:

(A)

any Person(s) (other than those set out in paragraphs (B) to (E) below), so long as (i) the sublease of such Lease Vehicles satisfies the Non-Franchisee Third Party Sublease Contractual Criteria, (ii) the Lease Vehicles being subleased are being used in connection with such Person(s)’ business and (iii) the aggregate Net Book Value of the Lease Vehicles being subleased at any one time pursuant to this Sub-Clause 5.2.2(A) ( Vehicle Use ) does not exceed one (1) per cent of the aggregate Net Book Value of all Lease Vehicles being leased under this Agreement at such time;


(B)	any franchisee of any Affiliate of any Lessee (and which franchisee, for the avoidance of doubt, may be an Affiliate of any Lessee), so long as (i) the sublease of such Lease Vehicles satisfies the Franchisee Sublease Contractual Criteria, (ii) such franchisee meets the normal credit and other approval criteria for franchises of such Affiliate and (iii) the aggregate Net

Book Value of the Lease Vehicles being subleased pursuant to this Sub-Clause 5.2.2(B) ( Vehicle Use ) at any one time does not exceed five (5) per cent of the aggregate Net Book Value of all Lease Vehicles being leased under this Agreement at such time;

(C)

any Affiliate of any Lessee located in the same jurisdiction as the Lessee, so long as (i) the sublease of such Lease Vehicles to such Affiliate states in writing that it is subject to the terms and conditions of this Agreement and is subordinate in all respects to this Agreement, (ii) the Lease Vehicles being so subleased are being used in connection with such Affiliate’s business, including use by such Affiliate’s and its subsidiaries’ employees, directors, officers, agents, representatives and other business associates in their personal or professional capacities and (iii) the aggregate Net Book Value of the Lease Vehicles being subleased at any one time pursuant to this Sub-Clause 5.2.2(C) ( Vehicle Use ) does not exceed five (5) per cent. of the aggregate Net Book Value of all Lease Vehicles being leased under this Agreement;

(D)

any Affiliate of any Lessee located in a jurisdiction (other than Germany) different than the jurisdiction where the Lessee is located, so long as (i) the sublease of such Lease Vehicles to such Affiliate states in writing that it is subject to the terms and conditions of this Agreement and is subordinate in all respects to this Agreement, (ii) the Lease Vehicles being so subleased are being used in connection with such Affiliate’s business, including use by such Affiliate’s and its subsidiaries’ employees, directors, officers, agents, representatives and other business associates in their personal or professional capacities and (iii) the aggregate Net Book Value of the Lease Vehicles being subleased at any one time pursuant to this Sub-Clause 5.2.2(D) ( Vehicle Use ) does not exceed one (1) per cent. of the aggregate Net Book Value of all Lease Vehicles being leased under this Agreement; and

(E)

any Affiliate of any Lessee located in Germany, so long as (i) the sublease of such Lease Vehicles to such Affiliate states in writing that it is subject to the terms and conditions of this Agreement and is subordinate in all respects to this Agreement, (ii) the Lease Vehicles being so subleased are being used in connection with such Affiliate’s business, including use by such Affiliate’s and its subsidiaries’ employees, directors, officers, agents, representatives and other business associates in their personal or professional capacities and (iii) the aggregate Net Book Value of the Lease Vehicles being subleased at any one time pursuant to this Sub-Clause 5.2.2(E) ( Vehicle Use ) does not exceed four (4) per cent. of the aggregate Net Book Value of all Lease Vehicles being leased under this Agreement.

With respect to any Lease Vehicles subleased pursuant to this Sub-Clause 5.2.2 ( Vehicle Use ) that meet the conditions of both the preceding paragraphs (A) and (B), as of any date of determination, the Servicer will determine which such Lease Vehicles shall count towards the calculation of the percentage of aggregate Net Book Value in which of the preceding paragraphs (A) or (B) as of such date; provided that, no such individual Lease Vehicle shall count towards the calculation of the percentage of aggregate Net Book Value with respect to both paragraphs (A) and (B) as of such date.

On the first day of each calendar month, each Lessee shall deliver to the Servicer a list identifying each Lease Vehicle subleased by such Lessee pursuant to the preceding paragraphs (A) or (B) and the sublessee of each such Lease Vehicle, in each case, as of the last day of the immediately preceding calendar month, each of which deliveries may be satisfied by the applicable Lessee posting such list to a password protected website made available to the Servicer or by any other reasonable means of electronic transmission (including by e-mail, file transfer protocol or otherwise) and may be so delivered directly by the applicable Lessee or on its behalf by any agent or designee of such Lessee.

knowledge of each such subleased Lease Vehicle and the related sublessee to whom such Lease Vehicle was then being subleased.

The Servicer shall (i) provide French FleetCo on an ongoing basis with the details in relation to any sublease agreement entered into pursuant to this Sub-Clause 5.2.2 ( Vehicle Use ) (identity of the sublessee, identification of the Vehicles and duration) and (ii) inform French FleetCo of any insolvency or pre-insolvency proceeding opened or to be opened against any sublessee to the extent that the Servicer if aware of the same.

The sublease of any Lease Vehicles permitted by this Clause 5 ( Vehicle Operational Covenants ) shall not release any Lessee from any obligations under this Agreement.


5.3	Non-Disturbance

With respect to any Lessee, so long as such Lessee satisfies its obligations hereunder, its quiet enjoyment, possession and use of the Lease Vehicles will not be disturbed during the Term subject, however, to Sub-Clause 6.1 ( Servicer Functions with Respect to Lease Vehicle Returns, Disposition and Invoicing ) and Clause 9 ( Default and Remedies Therefor ) hereof and except that the Lessor and the French Security Trustee each retain the right, but not the duty, to inspect the Lease Vehicles leased by such Lessee without disturbing such Lessee’s business.


5.4	Manufacturer’s Warranties


(a)	If a Lease Vehicle is covered by a Manufacturer’s warranty, the Lessee, during the Vehicle Term for such Lease Vehicle, shall have the right to make any claims under such warranty that the Lessor could make.


(b)	For such purposes the Lessor undertakes to issue any confirmation thereof or grant to the Lessee any special proxies or mandate upon first request of the Lessee. To the extent legally possible, the Lessee (as mandataire ) hereby waive its rights vis-à-vis the Lessor (as mandant ) under articles 1999 and 2000 of the French Code civil .


5.5	Program Vehicle Condition Notices

Upon the occurrence of any event or condition with respect to any Lease Vehicle that is then designated as a Program Vehicle that would reasonably be expected to result in a redesignation of such Lease Vehicle pursuant to Sub-Clause 2.5(a)(ii) ( Mandatory Program Vehicle to Non-Program Vehicle Redesignations ), the Lessee of such Lease Vehicle shall notify the Lessor and the Servicer of such event or condition in the normal course of operations.


5.6	Notification to landlords and owner of car parks and notification to transporters

The Lessee will:


(a)	send or cause to be sent:

(i)

with respect to any private law agreement already entered into by the Lessee as at 6 August 2007, send or cause a notice in the form of one of the forms of notices set out in Part A ( Notice to Landlords ) of Schedule V ( Form of Notices to Landlords, Car Park Owners and Transporters ) to be sent to the aforementioned third parties at the latest on the date on which the first Vehicle leased by the Lessor hereunder is parked in the relevant premises; and


(ii)	with respect to any new private law agreement to be entered into from time to time by the Lessee after 6 August 2007, send or cause a notice in the form of one of the forms of notices set out in Part A ( Notice to Landlords ) of Schedule V ( Form of

Notices to Landlords, Car Park Owners and Transporters ) to be sent to the aforementioned third parties at the latest on the date which is the later of:


(A)	ten (10) Business Days as from the execution of the relevant agreement and


(B)	the date on which the first Vehicle leased by the Lessor hereunder is parked in the relevant premises,

provided that such notice sent in connection with paragraphs (A) and (B) above shall:


(i)	be sent on headed paper of the Lessee by registered letter with acknowledgement of receipt;


(ii)	be copied to the Lessor; and

(iii)

expressly state that the Lessor is the owner of most Vehicles located in the relevant premises of the relevant third parties and where the relevant third party so requests and forthwith, the information as to which Vehicle among all Vehicles parked in the relevant premises belong to the Lessor (with sufficient information to evidence such ownership and to permit the correct identification of those Vehicles) will be provided.


(b)	inform any of the aforementioned third parties as to which Vehicles belong to the Lessor and which Vehicles belong to the Lessee, and to provide any evidence requested in connection thereto;

(c)

send or cause to be sent a notice in the form as set out in Part B ( Notice to Transporter ) of Schedule V ( Form of notices to be sent to Landlords, Car Parks Owners and Transporters ) to each transporter that transports Vehicles belonging to the Lessor and leased hereunder at the latest on the date on which the first Vehicle leased by the Lessor hereunder is transported by the aforementioned transporter provided that such notice shall:


(i)	be sent on headed paper of the Lessee by registered letter with acknowledgement of receipt;


(ii)	be copied to the Lessor; and

(iii)

expressly state that the Lessor is the owner of most Vehicles transported by the relevant transporter, and where the relevant third party so requests and forthwith, the information as to which Vehicles among all Vehicles transported by the relevant transporter belong to the Lessor (with sufficient information to evidence such ownership and to permit the correct identification of those Vehicles) will be provided;


(d)	at the written request of any of the aforementioned transporters, inform them as to which Vehicles belong to the Lessor and which Vehicles belong to the Lessee, and to provide any evidence requested in connection thereto.


6	SERVICER FUNCTIONS AND COMPENSATION


6.1	Servicer Appointment

(a)

French FleetCo has appointed the Servicer in accordance with this Agreement to provide the services described hereunder (the “ Services ”) in accordance with the terms of this Agreement and the Servicer has accepted such appointment. In connection with the rights, powers and discretions conferred on the Servicer under this Agreement, the Servicer shall have the full power, authority and right to do or cause to be done any and all things which

it reasonably considers necessary in relation to the exercise of such rights, powers and discretions in respect of the performance of the relevant Services.

(b)

The relationship between the parties is that of a service provider and client only. Nothing in this Agreement shall constitute nor deem to constitute the Servicer an agent ( mandataire or agent commercial ) or locataire–gérant of the business ( fonds de commerce ) of French FleetCo. Without prejudice to the foregoing, French FleetCo may, in addition to the Services, but in limited circumstances, provide for special mandates ( mandats spéciaux ) to be granted in connection with specific matters under which the Servicer shall act only upon the instructions of French FleetCo and in accordance with the terms of this Agreement.


(c)	Nothing in this Agreement shall be construed as permitting, directly or indirectly the Servicer to act in any way as legal or de facto manager of French FleetCo, whether in substitution for or addition to, the legal representative thereof.

(d)

It is hereby agreed and acknowledged that French FleetCo will, in all circumstances, be responsible for the general management of its activity. Accordingly, French FleetCo will, and for which it shall remain responsible, from time to time define and control the scope of Services to be performed by the Servicer within the framework of this Agreement and make those decisions as it may deem necessary in connection with the due and punctual performance by the Servicer of its Services hereunder. French FleetCo shall always be at liberty to determine its choices and make its decision in connection with the tasks to be performed hereunder by the Servicer, notwithstanding the fact that the Servicer may duly comply with the provisions of this Agreement.


6.2	Servicer Functions with Respect to Lease Vehicle Returns, Disposition and Invoicing

(a)

With respect to any Lease Vehicle returned by any Lessee pursuant to Sub-Clause 2.4 ( Return ), the Servicer shall direct such Lessee as to the return location with respect to such Lease Vehicle. The Servicer shall act as the Lessor’s agent, acting in the Lessor’s name and on the Lessor’s behalf, in returning or otherwise disposing of each Lease Vehicle on the Vehicle Lease Expiration Date with respect to such Lease Vehicle, in each case in accordance with the Servicing Standard.

(b)

Upon the Servicer’s receipt of any Program Vehicle returned by any Lessee pursuant to Sub-Clause 2.4 ( Return ), the Servicer shall return such Program Vehicle to the nearest related Manufacturer’s designated return facility or official auction or other facility designated by such Manufacturer at the sole expense of the Lessee thereof unless paid or payable by the Manufacturer thereof in accordance with the terms of the related Manufacturer Program.


(c)	With respect to any Lease Vehicle that is (i) a Non-Program Vehicle and is returned to or at the direction of the Servicer pursuant to Sub-Clause 2.4 ( Return ) or (ii) becomes a Rejected Vehicle, the Servicer shall act as the Lessor’s agent, acting in the Lessor’s name and on the Lessor’s behalf, in disposing such Lease Vehicle, in accordance with the Servicing Standard.

(d)

In connection with the disposition of any Lease Vehicle that is a Program Vehicle, the Servicer shall comply with the Servicing Standard in connection with, among other things, the delivery of any documents of transfer signed as necessary, signed condition reports and signed odometer statements to be submitted with such Program Vehicles returned to a Manufacturer pursuant to Sub-Clause 2.4 ( Return ) and accepted by or on behalf of the Manufacturer at the time of such Program Vehicle’s return.


(e)	With respect to each Payment Date, each Lessee and the Lease Vehicles leased by each such Lessee hereunder, the Servicer shall calculate all Depreciation Charges, Rent, Casualty Payment Amounts, Program Vehicle Special Default Payment Amounts, Non-Program Vehicle Special Default Payment Amounts, Early Program Return Payment Amounts,

Redesignation to Non-Program Amounts, Redesignation to Program Amounts, Program Vehicle Depreciation Assumption True-Up Amounts, Pre-VLCD Program Vehicle Depreciation Amounts, Assumed Remaining Holding Periods, Capitalized Costs, Accumulated Depreciation and Net Book Values. With respect to each Payment Date, the Servicer shall aggregate each Lessee’s Rent due on all Lease Vehicles leased by such Lessee, together with any other amounts due to the Lessor from such Lessee and any credits owing to such Lessee, and provide to the Lessor and such Lessee a monthly statement of the total amount, in a form reasonably acceptable to the Lessor, no later than the Determination Date with respect to such Payment Date.

(f)

Upon the occurrence of a Liquidation Event, the Servicer shall dispose of any Lease Vehicles in accordance with the instructions of the Lessor or the French Security Trustee. The Servicer shall act as the Lessor’s agent, acting in the Lessor’s name and on the Lessor’s behalf, in disposing of each Lease Vehicle following the occurrence of a Liquidation Event, in each case in accordance with the Servicing Standard. To the extent the Servicer fails to so dispose of any such Lease Vehicles, the Lessor and the French Security Trustee shall have the right to otherwise dispose of such Lease Vehicles.


(g)	In each case, in accordance with the Servicing Standard, the Servicer shall:


(i)	designate (or redesignate, as the case may be) French Vehicles on its computer systems as being fully owned ( propriété pleine et entiére ) by the Lessor;


(ii)	direct payments due in connection with the Manufacturer Programs with respect to Program Vehicles to be deposited directly into the French Collection Account;

(iii)

deposit (A) all sale proceeds received by the Servicer from sales of French Vehicles to third parties (other than in connection with any related Manufacturer Program); and (B) if a French Leasing Company Amortization Event with respect to French FleetCo has occurred and is continuing, insurance proceeds and warranty payments in respect of such French Vehicles received directly by the Servicer or the Lessor (as the case may be), in each case into the French Collection Account within two (2) Business Days of receipt by the Servicer;


(iv)	furnish the Servicer Report as provided in Sub-Clause 6.8 ( Servicer Records and Servicer Reports );


(v)	subject to Clause 2.5(a) ( Mandatory Program Vehicle to Non-Program Vehicle Redesignation ), comply with any obligation to return vehicles to the Manufacturer in accordance with the relevant Manufacturer Program; and


(vi)	otherwise administer and service the Lease Vehicles.

(h)

The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder (including, without limitation, the related Sub-Servicers, if any, applied pursuant to Sub-Clause 6.7 ( Sub-Servicers ) below) to do any and all things in connection with its servicing and administration duties that it may deem necessary or desirable to accomplish such servicing and administration duties and that does not materially adversely affect the interests of the Lessor or the French Secured Parties. Any permissive right of the Servicer contained in this Agreement shall not be construed as a duty.


6.3	Required Contractual Criteria

The Servicer shall, prior to the expiry of a Vehicle Purchasing Agreement to which French FleetCo is a party, commence negotiations with the relevant Manufacturers and Dealers on behalf of French FleetCo to renew such Vehicle Purchasing Agreement (where a renewal of the Vehicle Purchasing

Agreement is sought) and in circumstances where entry into a Vehicle Purchasing Agreement with a new Manufacturer or Dealer is sought (subject to the conditions below) the Servicer shall negotiate the terms of such new Vehicle Purchasing Agreement on behalf of French FleetCo including, without limitation, the Required Contractual Criteria (or seeking a waiver from the French Security Trustee in relation to any deviations from the Required Contractual Criteria, provided that the French Security Trustee shall not under any circumstance grant a waiver in respect of a deviation from the substance of paragraphs 1.5 and 1.6 of the Required Contractual Criteria). The French Security Trustee shall grant a waiver in respect of any deviation from paragraph 1.3 of the Required Contractual Criteria such that the bonus payments or other amounts described in paragraph 1.3 of the Required Contractual Criteria are to be payable to or for the account of French FleetCo, provided that each of the following requirements is met:


(a)	it receives the approval of the French Security Trustee acting at the written direction of the Issuer Security Trustee, (which approval shall be obtained in accordance with the terms of the French Security Trust Deed), itself acting at the written direction of the Required Noteholders; and


(b)	subject to usual qualifications or reservations, the Servicer provides the French Security Trustee with satisfactory legal, taxation and accounting reports or opinions establishing that the deviation will not affect the insolvency remoteness of French FleetCo nor materially increase the tax liability of French FleetCo.


6.4	Servicing Standard and Data Protection

In addition to the duties enumerated in Sub-Clause 6.2 ( Servicer Functions with Respect to Lease Vehicle Returns, Disposition and Invoicing ) and 6.3 ( Required Contractual Criteria ), the Servicer agrees to perform each of its obligations hereunder in accordance with the Servicing Standard, unless otherwise stated.

In addition, where necessary to enable the Servicer to deliver the services hereunder, for such purposes the Lessor authorises the Servicer to process personal data on behalf of the Lessor in accordance with this Sub-Clause 6.4 ( Servicing Standard and Data Protection ). When the Servicer processes such personal data, the Servicer shall take appropriate technical and organisational measures designed to protect against unauthorised or unlawful processing or personal data and against accidental loss or destruction of, or damage to, personal data. In particular, the Servicer shall process personal data only for the purposes contemplated by this Agreement and shall act only on the instructions of the Lessor (given for such purposes) and shall comply at all times with the principles and provisions set out in the General Data Protection Regulation (EU) 2016/679 (and any subsequent amendments thereto) as if applicable to the Servicer directly and any other applicable laws. The Servicer shall answer the reasonable enquiries of the Lessor to enable the Lessor to monitor the Servicer’s compliance with this Sub-Clause 6.4 ( Servicing Standard and Data Protection ) and the Servicer shall not sub-contract its processing of personal data without the prior written consent of the Lessor.


6.5	Servicer Acknowledgment

The parties to this Agreement acknowledge and agree that Hertz France SAS acts as Servicer of the Lessor pursuant to this Agreement.


6.6	Servicer’s Monthly Fee

(a)

As compensation for the Servicer’s performance of its duties, the Lessor shall pay to or at the direction of the Servicer on each Payment Date (i) a fee (the “ French Monthly Servicing Fee ”) equal to one-twelfth of the French Servicing Fee and (ii) the reasonable costs and expenses of the Servicer incurred by it during the Related Month as a result of arranging for the sale of Lease Vehicles returned to the Lessor in accordance with Sub-Clause 2.4(a) ( Lessee Right to Return ); provided, however, that such costs and expenses shall only be payable to

or at the direction of the Servicer to the extent of any excess of the sale price received by or on behalf of the Lessor for any such Lease Vehicle over the Net Book Value thereof.

(b)

All payments required to be made by any party under this Agreement shall be calculated without reference to any set-off or counterclaim and shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim, except that (i) any fees and expenses or other amounts due and payable by the Lessor to the Servicer shall be set-off against (ii) any amount owed by the Servicer in such capacity (or as Lessee) to the Lessor at such time under this Agreement.


6.7	Sub-Servicers

The Servicer may delegate to any Person (each such delegee, in such capacity, a “ Sub-Servicer ”) the performance of part (but not all) of the Servicer’s obligations as Servicer pursuant to this Agreement on the condition that:


(a)	the Servicer shall maintain up-to-date records of the Servicer’s obligations as Servicer which have been delegated to any Sub-Servicer, and such records shall contain the name and contact information of the Sub-Servicer;


(b)	in delegating any of its obligations as Servicer to a Sub-Servicer, the Servicer shall act as principal and not as an agent of the Lessor and shall use reasonable skill and care in choosing a Sub-Servicer;


(c)	the Servicer shall not be released or discharged from any liability under this Agreement, and no liability shall be diminished, and the Servicer shall remain primarily liable for the performance of all of the obligations of the Servicer under this Agreement;


(d)	the performance or non-performance and the manner of performance by any Sub-Servicer of any of the obligations of the Servicer as Servicer shall not affect the Servicer’s obligations under this Agreement;


(e)	any breach in the performance of the Servicer’s obligations as Servicer by a Sub-Servicer shall be treated as a breach of this Agreement by the Servicer, subject to the Servicer being entitled to remedy such breach for a period of fourteen (14) Business Days of the earlier of:


(i)	the Servicer becoming aware of the breach; and


(ii)	receipt by the Servicer of written notice from the Lessor or the French Security Trustee requiring the same to be remedied; and


(f)	neither the Lessor nor the French Security Trustee shall have any liability for any act or omission of any Sub-Servicer and shall have no responsibility for monitoring or investigating the suitability of any Sub-Servicer.


6.8	Servicer Records and Servicer Reports


(a)	On each Business Day commencing on the date hereof, the Servicer shall prepare and maintain electronic records (such records, as updated each Business Day, the “ Servicer Records ”), showing each Lease Vehicle by the VIN with respect to such Lease Vehicle.


(b)	On the date hereof, the Servicer shall deliver or cause to be delivered to the Issuer Security Trustee and the French Security Trustee the Servicer Records as of such date, which delivery may be satisfied by the Servicer posting, or causing to be posted, such Servicer Records to a password-protected website made available to the French Security Trustee and the Lessor

or by any other reasonable means of electronic transmission (including, without limitation, e-mail, file transfer protocol or otherwise).

(c)

On each Business Day following the date hereof, the Servicer shall deliver or cause to be delivered to the French Security Trustee a schedule listing all changes to the Servicer Records in respect of the foregoing Sub-Clause 6.7(a) and (b) ( Servicer Records and Servicer Reports ) since the preceding Business Day (such schedule as delivered each Business Day, a “ Servicer Report ”), which delivery may be satisfied by the Servicer posting, or causing to be posted, such Servicer Report to a password-protected website made available to the French Security Trustee and the Lessor or by any other reasonable means of electronic transmission (including, without limitation, e-mail, file transfer protocol or otherwise).


6.9	Powers of Attorney

The Lessor shall from time to time upon receipt of request by the Servicer, promptly give to the Servicer any powers of attorney or other written authorizations or mandates and instruments as are reasonably necessary to enable the Servicer to perform its obligations under this Agreement, provided that any such powers of attorney or other written authorizations or mandates or instruments must be strictly limited to specific matters. Such powers of attorney shall cease to have effect when the Servicer ceases to act as servicer under this Agreement.


6.10	Servicer’s agency limited

The Servicer shall have no authority by virtue of this Agreement to act for or represent French FleetCo as agent or otherwise, save in respect of those functions and duties which it is expressly authorized to perform and discharge by this Agreement and for the period during which this Agreement so authorizes it to perform and discharge those functions and duties.


6.11	Publication procedures

(a)

The Lessee hereby agrees to the publication by the Servicer with the competent French commercial register ( greffe du tribunal de commerce ), on a monthly basis as from the date on which the first Lease Vehicle is leased under this Agreement and for so long as this Agreement remains into force of a form encompassing information extracted from this Agreement, together with the latest available Servicer Report delivered by the Servicer in accordance with Sub-Clause 6.8 ( Servicer Records and Servicer Reports ) listing the Lease Vehicles leased to the Lessee on or about the date on which the publication procedure is carried out.

(b)

The Servicer may, in order to facilitate the enforcement of retention of title provisions, decide at any time to publish on a monthly basis with the competent commercial register ( Greffe du Tribunal de commerce ) a form encompassing all relevant information extracted from any Vehicle Purchasing Agreement, together with relevant information about the Vehicles repurchased by the relevant Manufacturer or Dealer (as the case may be) pursuant to the terms of such Vehicle Purchasing Agreement and the repurchase price of which remains unpaid on the date on which such publication is made. If the Servicer decides to undertake the above publication with respect to any Manufacturer or Dealer, it shall promptly inform the French Security Trustee, and provide the latter with the name of the relevant Manufacturer or Dealer, as well as the details of the relevant Vehicle Purchasing Agreement.


6.12	Resignation of Servicer

The Servicer may, by giving not less than fourteen (14) days’ written notice to French FleetCo and the French Security Trustee, resign as Servicer, provided that, other than where all amounts due and payable under the French Facility Agreement are being repaid in full, a replacement Servicer satisfactory to French FleetCo and the French Security Trustee has been or will, simultaneously with

the termination of the Servicer’s appointment under this Agreement, be appointed (it being understood that it is French FleetCo’s obligation and not the French Security Trustee’s obligation to negotiate and make such appointment).


7	CERTAIN REPRESENTATIONS AND WARRANTIES

French OpCo, as Lessee, represents and warrants to the Lessor and the French Security Trustee that as of the Closing Date, and as of each Vehicle Lease Commencement Date, and each Additional Lessee represents and warrants to the Lessor and the French Security Trustee that as of the Joinder Date with respect to such Additional Lessee, and as of each Vehicle Lease Commencement Date applicable to such Additional Lessee occurring on or after such Joinder Date:


7.1	Organization; Power; Qualification

Such Lessee has been duly formed and is validly existing as a limited liability company or trust under the laws of France, with corporate power under the laws of France to execute and deliver this Agreement and the other Related Documents to which it is a party and to perform its obligations hereunder and thereunder.


7.2	Authorization; Enforceability

Each of this Agreement and the other Related Documents to which it is a party has been duly authorized, executed and delivered on behalf of such Lessee and, assuming due authorization, execution and delivery by the other parties hereto or thereto, is a valid and legally binding agreement of such Lessee enforceable against such Lessee 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 an implied covenant of good faith and fair dealing).


7.3	Compliance

The execution, delivery and performance by such Lessee of this Agreement and the French Related Documents to which it is a party will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Lessee other than Security arising under the French Related Documents pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or other similar agreement or instrument under which such Lessee is a debtor or guarantor (except to the extent that such conflict, breach, creation or imposition is not reasonably likely to have a Lease Material Adverse Effect) nor will such action result in a violation of any provision of applicable law or regulation (except to the extent that such violation is not reasonably likely to result in a Lease Material Adverse Effect) or of the provisions of the certificate of incorporation or the by-laws of the Lessee.


7.4	Governmental Approvals

There is no consent, approval, authorization, order, registration or qualification of or with any Governmental Authority having jurisdiction over such Lessee which is required for the execution, delivery and performance of this Agreement or the French Related Documents (other than such consents, approvals, authorizations, orders, registrations or qualifications as have been obtained or made), except to the extent that the failure to so obtain or effect any such consent, approval, authorization, order, registration or qualification is not reasonably likely to result in a Lease Material Adverse Effect.


7.5	[Reserved]


7.6	[Reserved]


7.7	French Supplemental Documents True and Correct

All information contained in any material French Supplemental Document that has been submitted, or that may hereafter be submitted by such Lessee to the Lessor is, or will be, true, correct and complete in all material respects.


7.8	[Reserved]


7.9	[Reserved]


7.10	Eligible Vehicles

Each Lease Vehicle is or will be, as the case may be, on the applicable Vehicle Lease Commencement Date, an Eligible Vehicle or in the case of any Credit Vehicle will be an Eligible Vehicle following payment of the purchase price in respect thereof.


7.11	Registration of vehicles

Such Lessee acknowledges and agrees that the Lessor is and will remain the sole registered owner ( titulaire du certificat d’immatriculation ) of each Lease Vehicle leased to such Lessee hereunder.


8	CERTAIN AFFIRMATIVE COVENANTS

Until the expiration or termination of this Agreement, and thereafter until the obligations of each Lessee under this Agreement and the French Related Documents are satisfied in full, each Lessee covenants and agrees that, unless at any time the Lessor and the French Security Trustee shall otherwise expressly consent in writing, it will:


8.1	Corporate Existence; Foreign Qualification

Do and cause to be done at all times all things necessary to (i) maintain and preserve its corporate, partnership, limited liability or trust existence; and (ii) comply with all Contractual Obligations and Requirements of Law binding upon it, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to result in a Lease Material Adverse Effect.


8.2	Books, Records, Inspections and Access to Information


(a)	Maintain complete and accurate books and records with respect to the Lease Vehicles leased by it under this Agreement and the other French Collateral;

(b)

At any time and from time to time during regular business hours, upon reasonable prior notice from the Lessor, the French Security Trustee or the Issuer Security Trustee (acting upon the instructions of the Required Noteholders), permit the Lessor or the French Security Trustee (or such other Person who may be designated from time to time by the Lessor or the French Security Trustee) to examine and make copies of such books, records and documents in the possession or under the control of such Lessee relating to the Lease Vehicles leased by it under this Agreement and the other French Collateral;

(c)

Permit any of the Lessor, the French Security Trustee or the Issuer Security Trustee (acting upon the Instructions of the Required Noteholders) (or such other Person who may be designated from time to time by any of the Lessor, the French Security Trustee or the Issuer Security Trustee) to visit the office and properties of such Lessee for the purpose of examining such materials, and to discuss matters relating to the Lease Vehicles leased by such Lessee under this Agreement with such Lessee’s independent public accountants or with any of the Authorized Officers of such Lessee having knowledge of such matters, all at such reasonable

times and as often as the Lessor, the French Security Trustee or the Issuer Security Trustee may reasonably request;

(d)

Upon the request of the Lessor, the French Security Trustee or the Issuer Security Trustee (acting upon the instructions of the Required Noteholders) from time to time, make reasonable efforts (but not disrupt the ongoing normal course rental of Lease Vehicles to customers) to confirm to the Lessor, the French Security Trustee and/or the Issuer Security Trustee the location and mileage (as recorded in the Servicer’s computer systems) of each Lease Vehicle leased by such Lessee hereunder and to make available for the Lessor’s, the French Security Trustee’s and/or the Issuer Security Trustee’s inspection within a reasonable time period such Lease Vehicle at the location where such Lease Vehicle is then domiciled; and

(e)

During normal business hours and with prior notice of at least three (3) Business Days, make its records pertaining to the Lease Vehicles leased by such Lessee hereunder available to the Lessor, the French Security Trustee or the Issuer Security Trustee (acting upon the instructions of the Required Noteholders) for inspection at the location or locations where such Lessee’s records are normally domiciled (subject to the terms of the French Security Trust Deed),

provided that, in each case, the Lessor agrees that it will not disclose any information obtained pursuant to this Sub-Clause 8.2 ( Books, Records, Inspections and Access to Information ) that is not otherwise publicly available without the prior approval of such Lessee, except that the Lessor may disclose such information (x) to its officers, employees, attorneys and advisors, in each case on a confidential and need-to-know basis, and (y) as required by applicable law or compulsory legal process.


8.3	[Reserved]


8.4	Merger

Not merge or consolidate with or into any other Person unless (i) the applicable Lessee is the surviving entity of such merger or consolidation or (ii) the surviving entity of such merger or consolidation expressly assumes such Lessee’s obligations under this Agreement.


8.5	Reporting Requirements

Furnish, or cause to be furnished to the Lessor and the French Security Trustee:


(i)	no later than the prescribed statutory deadline required by Article 21 of its articles of association and in any event by no later than six months after the end of each financial year, its audited Annual Financial Statements together with the related auditors' report(s);


(ii)	promptly after becoming aware thereof, (a) notice of the occurrence of any Potential Lease Event of Default or Lease Event of Default, together with a written statement of an Authorized Officer of such Lessee describing such event and the action that such Lessee proposes to take with respect thereto, and (b) notice of any Amortization Event.

The financial data that shall be delivered to the Lessor and the French Security Trustee pursuant to this Sub-Clause 8.5 ( Reporting Requirements ) shall be prepared in conformity with GAAP.

Documents, reports, notices or other information required to be furnished or delivered pursuant to this Sub-Clause 8.5 ( Reporting Requirements ) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which any Lessee posts such documents, or provides a link thereto on French OpCo’s or any Parent’s website (or such other website address as any Lessee may specify by written notice to the Lessor and the French Security Trustee from time to time) or (ii) on which such documents are posted on French OpCo’s or any Parent’s behalf on an

internet or intranet website to which the Lessor and the French Security Trustee have access (whether a commercial, government or third-party website or whether sponsored by or on behalf of the French Security Trustee).


9	DEFAULT AND REMEDIES THEREFOR


9.1	Events of Default

Any one or more of the following will constitute an event of default (a “ Lease Event of Default ”) as that term is used herein:


9.1.1	there occurs a default in the payment of any Rent or other amount payable by any Lessee under this Agreement that continues for a period of five (5) consecutive Business Days;


9.1.2	any unauthorized assignment or transfer of this Agreement by any Lessee occurs;

9.1.3

the failure of any Lessee to observe or perform any other covenant, condition, agreement or provision hereof, including, but not limited to, usage, and maintenance that in any such case has a Lease Material Adverse Effect, and such default continues for more than thirty (30) consecutive days after the earlier of the date written notice thereof is delivered by the Lessor or the French Security Trustee to such Lessee or the date an Authorized Officer of such Lessee obtains actual knowledge thereof;

9.1.4

if (i) any representation or warranty made by any Lessee herein is inaccurate or incorrect or is breached or is false or misleading as of the date of the making thereof or any schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of any Lessee to the Lessor or the French Security Trustee is false or misleading on the date as of which the facts therein set forth are stated or certified, (ii) such inaccuracy, breach or falsehood has a Lease Material Adverse Effect with respect to the Lessor, and (iii) the circumstance or condition in respect of which such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading, as the case may be, shall not have been eliminated or otherwise cured for thirty (30) consecutive days after the earlier of (x) the date of the receipt of written notice thereof from the Lessor or the French Security Trustee to the applicable Lessee and (y) the date an Authorized Officer of the applicable Lessee learns of such circumstance or condition;


9.1.5	an Event of Bankruptcy occurs with respect to Hertz or with respect to any Lessee;

9.1.6

this Agreement or any portion thereof ceases to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the French Related Documents) or a proceeding shall be commenced by any Lessee to establish the invalidity or unenforceability of this Agreement, in each case other than with respect to any Lessee that at such time is not leasing any Lease Vehicles hereunder;


9.1.7	a Servicer Default occurs; or


9.1.8	a Liquidation Event occurs.

For the avoidance of doubt, with respect to any Potential Lease Event of Default or Lease Event of Default, if the event or condition giving rise (directly or indirectly) to such Potential Lease Event of Default or Lease Event of Default, as applicable, ceases to be continuing (through cure, waiver or otherwise), then such Potential Lease Event of Default or Lease Event of Default, as applicable, will cease to exist and will be deemed to have been cured for every purpose under the French Related Documents.


9.2	Effect of Lease Event of Default. If any Lease Event of Default set forth in Sub-Clauses 9.1.1, 9.1.2, 9.1.5, 9.1.6 or 9.1.8 ( Events of Default ) shall occur and be continuing, the Lessee’s right of possession with respect to any Lease Vehicles leased hereunder shall be subject to the Lessor’s option

to terminate such right as set forth in Sub-Clauses 9.3 ( Rights of Lessor Upon Lease Event of Default ) and 9.4 ( Liquidation Event and Non-Performance of Certain Covenants ).


9.3	Rights of Lessor Upon Lease Event of Default


9.3.1	If a Lease Event of Default shall occur and be continuing, then the Lessor may proceed by appropriate court action or actions, at law to enforce performance by any Lessee of the applicable covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Sub-Clause 9.5 ( Measure of Damages ).

9.3.2

If any Lease Event of Default set forth in Sub-Clause 9.1.1, 9.1.2, 9.1.5, 9.1.6 or 9.1.8 ( Events of Default ) shall occur and be continuing, then (i) the Lessor shall have the right to serve notice on the other parties hereto, a “ Master Lease Termination Notice ”, and following service of such notice shall have the right to (a) to terminate any Lessee’s rights of use and possession hereunder of all or a portion of the Lease Vehicles leased hereunder by such Lessee, (b) to take possession of all or a portion of the Lease Vehicles leased by any Lessee hereunder and (c) to peaceably enter upon the premises of any Lessee or other premises where Lease Vehicles may be located and take possession of all or a portion of the Lease Vehicles and thenceforth hold, possess and enjoy the same free from any right of any Lessee, or its successors or assigns, and to use such Lease Vehicles for any purpose whatsoever and (ii) the Lessees, at the request of the Lessor, shall return or cause to be returned all Lease Vehicles to the Lessor or the French Security Trustee as the case may be.

9.3.3

Each and every power and remedy hereby specifically given to the Lessor will be in addition to every other power and remedy hereby specifically given or now or hereafter existing at law or in bankruptcy and each and every power and remedy may be exercised from time to time and simultaneously and as often and in such order as may be deemed expedient by the Lessor; provided, however , that the measure of damages recoverable against such Lessee will in any case be calculated in accordance with Sub-Clause 9.5 ( Measure of Damages ). All such powers and remedies will be cumulative, and the exercise of one will not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Lessor in the exercise of any such power or remedy and no renewal or extension of any payments due hereunder will impair any such power or remedy or will be construed to be a waiver of any default or any acquiescence therein; 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. Any extension of time for payment hereunder or other indulgence duly granted to any Lessee will not otherwise alter or affect the Lessor’s rights or the obligations hereunder of such Lessee. The Lessor’s acceptance of any payment after it will have become due hereunder will not be deemed to alter or affect the Lessor’s rights hereunder with respect to any subsequent payments or defaults therein.

9.3.4

In addition, following the occurrence of an Lease Event of Default, the Lessor shall have all of the rights, remedies, powers, privileges and claims vis-à-vis each Lessee, necessary or desirable to allow the French Security Trustee to exercise the rights, remedies, power, privileges and claims given to the French Security Trustee pursuant to Sub-Clause 11.2 ( Rights of the French Security Trustee upon Amortization Event or Certain Other Events of Default ) of the French Facility Agreement, and each Lessee acknowledges that it has hereby granted to the Lessor all such rights, remedies, powers, privileges and claims granted by the Lessor to the French Security Trustee pursuant to Clause 11 ( Amortization Events and Remedies ) of the French Facility Agreement and that the French Security Trustee may act in lieu of the Lessor in the exercise of all such rights, remedies, powers, privileges and claims.


9.4	Liquidation Event and Non-Performance of Certain Covenants


(a)	If a Liquidation Event shall have occurred and be continuing, the French Security Trustee and the Issuer Security Trustee shall have the rights against each Lessee and the French Collateral provided in the French Security Trust Deed and Issuer Security Trust Deed, upon a Liquidation Event, including, in each case, the right to serve a Master Lease Termination

Notice on the other parties hereto and following service of such notice shall have the right (i) to terminate any Lessee’s rights of possession hereunder of all or a portion of the Lease Vehicles leased hereunder by such Lessee (ii) to take possession of all or a portion of the Lease Vehicles leased by any Lessee hereunder and (iii) to peaceably enter upon the premises of any Lessee or other premises where Lease Vehicles may be located and take possession of all or a portion of the Lease Vehicles and thenceforth hold, possess and enjoy the same free from any right of any Lessee, or its successors or assigns, and to use such Lease Vehicles for any purpose whatsoever.

(b)

During the continuance of a Liquidation Event, the Servicer shall return any or all Lease Vehicles that are Program Vehicles to the related Manufacturers in accordance with the instructions of the Lessor. To the extent any Manufacturer fails to accept any such Program Vehicles under the terms of the applicable Manufacturer Program, the Lessor shall have the right to otherwise dispose of such Program Vehicles and to direct the Servicer to dispose of such Program Vehicles in accordance with its instructions.


(c)	Notwithstanding the exercise of any rights or remedies pursuant to this Sub-Clause 9.4 ( Liquidation Event and Non-Performance of Certain Covenants ), the Lessor will, nevertheless, have a right to recover from such Lessee any and all amounts (for the avoidance of doubt, as limited by Sub-Clause 9.5 ( Measure of Damages )) as may be then due.

(d)

In addition, following the occurrence of a Liquidation Event, the Lessor shall have all of the rights, remedies, powers, privileges and claims vis-a-vis each Lessee, necessary or desirable to allow the French Security Trustee to exercise the rights, remedies, powers, privileges and claims given to the French Security Trustee pursuant to Sub-Clause 11.2 ( Rights of the French Security Trustee upon Amortization Event or Certain Other Events of Default ) of the French Facility Agreement, and each Lessee acknowledges that it has hereby granted to the Lessor all such rights, remedies, powers, privileges and claims granted by the Lessor to the French Security Trustee pursuant to Clause 11 ( Amortization Events and Remedies ) of the French Facility Agreement and that the French Security Trustee may act in lieu of the Lessor in the exercise of all such rights, remedies, powers, privileges and claims.

(e)

The French Security Trustee may only take possession of, or exercise any of the rights or remedies specified in this Agreement with respect to, such number of Lease Vehicles necessary to generate disposition proceeds in an aggregate amount sufficient to pay the French Advances with respect to which a Liquidation Event is then continuing as set forth in the Issuer Facility Agreement, taking into account the receipt of proceeds of all other vehicles being disposed of that have been pledged to secure such French Advances.


9.5	Measure of Damages

If a Lease Event of Default or Liquidation Event occurs and the Lessor or the French Security Trustee exercises the remedies granted to the Lessor or the French Security Trustee under this Clause 9 ( Default and Remedies Therefor ) or Sub-Clause 11.2 ( Rights of the French Security Trustee upon Amortization Event or Certain Other Events of Default ) of the French Facility Agreement, the amount that the Lessor shall be permitted to recover from any Lessee as payment shall be equal to:


(i)	all Rent for each Lease Vehicle leased by such Lessee hereunder to the extent accrued and unpaid as of the earlier of the date of the return to the Lessor of such Lease Vehicle or disposition by the Servicer of such Lease Vehicle in accordance with the terms of this Agreement and all other payments payable under this Agreement by such Lessee, accrued and unpaid as of such date; plus


(ii)	any reasonable out-of-pocket damages and expenses, including reasonable attorneys’ fees and expenses that the Lessor or the French Security Trustee will have sustained by reason of such a Lease Event of Default or Liquidation Event, together with reasonable sums for

such attorneys’ fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Lease Vehicles leased by such Lessee hereunder or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection, in each case to the extent reasonably attributable to such Lessee; plus

(iii)

interest from time to time on amounts due from such Lessee and unpaid under this Agreement at EURIBOR plus 1.0% computed from the date of such a Lease Event of Default or Liquidation Event or the date payments were originally due to the Lessor by such Lessee under this Agreement or from the date of each expenditure by the Lessor or the French Security Trustee, as applicable, that is recoverable from such Lessee pursuant to this Clause 9 ( Default and Remedies Therefor ), as applicable, to and including the date payments are made by such Lessee.


9.6	Servicer Default

Any of the following events will constitute a default of the Servicer (a “ Servicer Default ”) as that term is used herein:

(i)

the failure of the Servicer to comply with or perform any provision of this Agreement or any other Related Document that has a Lease Material Adverse Effect with respect to the Servicer, the Lessor or any Lessee, and such default continues for more than thirty (30) consecutive days after the earlier of the date written notice is delivered by the Lessor or the French Security Trustee to the Servicer or the date an [Authorized Officer] of the Servicer obtains actual knowledge thereof;


(ii)	an Event of Bankruptcy occurs with respect to the Servicer;

(iii)

the failure of the Servicer to make any payment when due from it hereunder or under any of the other French Related Documents or to deposit any French Collections received by it into the French Transaction Account when required under the French Related Documents and, in each case, such failure continues for five (5) consecutive Business Days after the earlier of (a) the date written notice is delivered by the Lessor or the French Security Trustee to the Servicer or (b) the date an Authorized Officer of the Servicer obtains actual knowledge thereof, except to the extent that failure to remain in such compliance would not reasonably be expected to result in a Lease Material Adverse Effect with respect to the Lessor; or

(iv)

if (I) any representation or warranty made by the Servicer relating to the French Collateral in any French Related Document is inaccurate or incorrect or is breached or is false or misleading as of the date of the making thereof or any schedule, certificate, financial statement, report, notice, or other writing relating to the French Collateral furnished by or on behalf of the Servicer to the Lessor or the French Security Trustee pursuant to any French Related Document is false or misleading on the date as of which the facts therein set forth are stated or certified, (II) such inaccuracy, breach or falsehood has a Lease Material Adverse Effect with respect to the Lessor, and (III) the circumstance or condition in respect of which such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading, as the case may be, shall not have been eliminated or otherwise cured for at least thirty (30) consecutive days after the earlier of (x) the date of the receipt of written notice thereof from the Lessor or the French Security Trustee to the Servicer and (y) the date an Authorized Officer of the Servicer obtains actual knowledge of such circumstance or condition.

In the event of a Servicer Default, the Lessor or the French Security Trustee, in each case acting pursuant to Sub-Clause 10.22(d) ( Servicer Default ) of the French Facility Agreement, shall have the right to replace the Servicer as servicer.

For the avoidance of doubt, with respect to any Servicer Default, if the event or condition giving rise (directly or indirectly) to such Servicer Default ceases to be continuing (through cure, waiver or otherwise), then such Servicer Default will cease to exist and will be deemed to have been cured for every purpose under the French Related Documents.


9.7	Application of Proceeds

The proceeds of any sale or other disposition pursuant to Sub-Clause 9.2 ( Effect of Lease Event of Default ) or Sub-Clause 9.3 ( Rights of Lessor Upon Lease Event of Default ) shall be applied by the Lessor in accordance with the terms of the French Related Documents.


10	CERTIFICATION OF TRADE OR BUSINESS USE

Each Lessee hereby warrants and certifies, that it intends to use the Lease Vehicles that are subject to this Agreement in connection with its trade or business.


11	[RESERVED]


12	ADDITIONAL LESSEES

Subject to prior consent of French FleetCo (such consent not to be unreasonably withheld or delayed) any Affiliate of French OpCo that was incorporated under the laws of France (each, a “ Permitted Lessee ”) shall have the right to become a Lessee under and pursuant to the terms of this Agreement by complying with the provisions of this Clause 12 ( Additional Lessees ); provided that the Lessor shall provide its consent to such Permitted Lessee becoming a Lessee pursuant to the terms of this Clause 12 ( Additional Lessees ) ( provided further that (i) the Lessor may not unreasonably withhold or delay the giving of such consent and (ii) the Lessor shall be deemed to have given such consent if it fails to given written notification of its refusal to provide such consent within five (5) Business Days of any request for such consent from French OpCo or any other Party). If a Permitted Lessee desires to become a Lessee under this Agreement, then such Permitted Lessee shall execute (if appropriate) and deliver to the Lessor and the French Security Trustee:


12.1	a Joinder in Lease Agreement substantially in the form attached hereto as Annex A (each, an “ Affiliate Joinder in Lease ”);


12.2	the certificate of incorporation or other organizational documents for such Permitted Lessee, together with a copy of the by-laws or other organizational documents of such Permitted Lessee, duly certified by an Authorized Officer of such Permitted Lessee;


12.3	copies of resolutions of the Board of Directors or other authorizing action of such Permitted Lessee authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by an Authorized Officer of such Permitted Lessee;


12.4	a certificate of an Authorized Officer of such Permitted Lessee certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and any other Related Documents to be executed by it, together with samples of the true signatures of each such individual;

12.5

an Officer’s Certificate stating that such joinder by such Permitted Lessee complies with this Clause 12 ( Additional Lessees ) and an opinion of counsel, which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without limitation any insolvency laws), stating that (a) all conditions precedent set forth in this Clause 12 ( Additional Lessees ) relating to such joinder by such Permitted Lessee have been complied with and (b) upon the due authorization, execution and delivery of such Affiliate Joinder in Lease by the parties thereto, such Affiliate Joinder in Lease will be enforceable against such Permitted Lessee; and


12.6	any additional documentation that the Lessor or the French Security Trustee may reasonably require to evidence the assumption by such Permitted Lessee of the obligations and liabilities set forth in this Agreement.

Upon satisfaction of the foregoing conditions and receipt by such Permitted Lessee of the applicable Affiliate Joinder in Lease executed by the Lessor and provided that each Committed Note Purchaser and Conduit Investor has provided prior written consent to such Permitted Lessee becoming a Lessee hereunder, such Permitted Lessee shall for all purposes be deemed to be a Lessee for purposes of this Agreement and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder.


13	SECURITY AND ASSIGNMENTS


13.1	Rights of Lessor assigned to French Secured Parties

Each Lessee acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to the French Security Trustee pursuant to the French Security Documents. Accordingly, each Lessee agrees that:


(i)	subject to the terms of the French Security Trust Deed and the relevant French Security Document, the French Security Trustee shall have all the rights powers, privileges and remedies of the Lessor hereunder;


(ii)	upon the delivery by the French Security Trustee of any notice to such Lessee stating that a Lease Event of Default or a Liquidation Event has occurred, such Lessee acknowledges that pursuant to this Agreement, it has agreed to make all payments of Rent hereunder (and any other payments hereunder) directly to the French Security Trustee for deposit in the French Transaction Account.


13.2	Right of the Lessor to Assign this Agreement

The Lessor shall have the right to finance the acquisition and ownership of Lease Vehicles under this Agreement by, without limitation, selling or assigning its right, title and interest in this Agreement, including, without limitation, in moneys due from any Lessee and any third party under this Agreement, to the French Secured Parties under the French Security Documents; provided, however, that any such sale or assignment shall be subject to the rights and interest of the Lessees in the Lease Vehicles, including but not limited to the Lessees’ right of quiet and peaceful possession of such Lease Vehicles as set forth in Sub-Clause 5.3 ( Non-Disturbance ) hereof, and under this Agreement.


13.3	Limitations on the Right of the Lessees to Assign this Agreement

No Lessee shall assign this Agreement or any of its rights hereunder to any other party; provided, however, that (i) each Lessee may rent the Lease Vehicles leased by such Lessee hereunder in connection with its business and may use and sublease Lease Vehicles pursuant to Sub-Clause 5.2 ( Vehicle Use ) and (ii) each Lessee may delegate to one or more of its Affiliates the performance of any of such Lessee’s obligations as Lessee hereunder (but such Lessee shall remain fully liable for its obligations hereunder). Any purported assignment in violation of this Sub-Clause 13.3 ( Limitations on the Right of the Lessees to Assign this Agreement ) shall be void and of no force or effect. Nothing contained herein shall be deemed to restrict the right of any Lessee to acquire or dispose of, by purchase, lease, financing, or otherwise, motor vehicles that are not subject to the provisions of this Agreement.


13.4	Security

of all Security arising during the Term. If on the Vehicle Lease Expiration Date for any Lease Vehicle, there is a Security on such Lease Vehicle, the Lessor may, in its discretion, remove such Security and any sum of money that may be paid by the Lessor in release or discharge thereof, including reasonable attorneys’ fees and costs, will be paid by the Lessee of such Lease Vehicle upon demand by the Lessor.


14	NON-LIABILITY OF LESSOR

As between the Lessor and each Lessee, acceptance for lease of each Lease Vehicle pursuant to Sub-Clause 2.1(e) ( Lease Vehicle Acceptance or Non-conforming Lease Vehicle Rejection ) shall constitute such Lessee’s acknowledgment and agreement that such Lessee has fully inspected such Lease Vehicle, that such Lease Vehicle is in good order and condition and is of the manufacture, design, specifications and capacity selected by such Lessee, that such Lessee is satisfied that the same is suitable for this use. Each Lessee acknowledges that the Lessor is not a Manufacturer or agent thereof or primarily engaged in the sale or distribution of Lease Vehicles. Each Lessee acknowledges that the Lessor makes no representation, warranty or covenant, express or implied in any such case, as to the fitness, safeness, design, merchantability, condition, quality, durability, suitability, capacity or workmanship of the Lease Vehicles in any respect or in connection with or for any purposes or uses of any Lessee and makes no representation, warranty or covenant, express or implied in any such case, that the Lease Vehicles will satisfy the requirements of any law or any contract specification, and as between the Lessor and each Lessee, such Lessee agrees to bear all such risks at its sole cost and expense. Each Lessee specifically waives all rights to make claims against the Lessor and any Lease Vehicle for breach of any warranty of any kind whatsoever, and each Lessee leases each Lease Vehicle “as is.” Upon the Lessor’s acquisition of any Lease Vehicle identified in a request from any Lessee pursuant to Sub-Clause 2.1(d) above, the Lessor shall in no way be liable for any direct or indirect damages or inconvenience resulting from any defect in or loss, theft, damage or destruction of any Lease Vehicle or of the cargo or contents thereof or the time consumed in recovery repairing, adjusting, servicing or replacing the same and there shall be no abatement or apportionment of rental at such time. The Lessor shall not be liable for any failure to perform any provision hereof resulting from fire or other casualty, natural disaster, riot or other civil unrest, war, terrorism, strike or other labor difficulty, governmental regulation or restriction, or any cause beyond the Lessor’s direct control. In no event shall the Lessor be liable for any inconveniences, loss of profits or any other special, incidental, or consequential damages, whatsoever or howsoever caused (including resulting from any defect in or any theft, damage, loss or failure of any Lease Vehicle. Accordingly, the provisions of Article 1721 of the French Code civil does not apply to this Agreement nor the lease by any Lessee of any Lease Vehicle hereunder.

The Lessor shall not be responsible for any liabilities (including any loss of profit) arising from any delay in the delivery of, or failure to deliver, any Lease Vehicle to any Lessee.


15	NON-PETITION AND NO RECOURSE


15.1	Non-Petition in respect of French FleetCo

Notwithstanding anything to the contrary in this Agreement or any French Related Document, only the French Security Trustee may pursue the remedies available under the general law or under the French Security Trust Deed or the French Security Documents to enforce the French Security and no other Person shall be entitled to proceed directly against French FleetCo in respect thereof (unless the French Security Trustee, having become bound to proceed in accordance with the terms of the French Related Documents, fails or neglects to do so). Each party to this Agreement hereby agrees with and acknowledges to each of French FleetCo and the French Security Trustee until the date falling eighteen months and one day after the Legal Final Payment Date, that:


(a)	it shall not have the right to take or join any person in taking any steps against French FleetCo for the purpose of obtaining payment of any amount due from French FleetCo (other than

serving a written demand subject to the terms of the French Security Trust Deed and the French Priority of Payments); and


(b)	neither it nor any Person on its behalf shall initiate or join any person in initiating an Event of Bankruptcy or the appointment of any Insolvency Official in relation to French FleetCo.

The provisions of this Sub-Clause 15.1 ( Non-Petition ) shall survive the termination of this Agreement. Irrespective of whether or not this Sub-Clause 15.1 ( Non-Petition in respect of French FleetCo ) is incorporated into any other Related Document, the Parties agree that this Sub-Clause 15.1 ( Non-Petition in respect of French FleetCo ) shall apply to all Related Documents to which the French FleetCo is a party to the fullest extent possible.


15.2	Obligations as Corporate Obligations


(a)	No Party shall have any recourse against nor shall any personal liability attach to any shareholder, officer, agent, employee or director of French FleetCo or the French Security Trustee in his capacity as such, by any Proceedings or otherwise, in respect of any obligation, covenant, or agreement of French FleetCo or the French Security Trustee contained in this Agreement.


(b)	The Parties, other than French FleetCo, shall not have any liability for the obligations of French FleetCo and nothing in this Agreement shall constitute the giving of a guarantee, an indemnity or the assumption of a similar obligation by any of such other Parties in respect of the performance by French FleetCo of its obligations.

The provisions of this Sub-Clause 15.2 ( Obligations as Corporate Obligations ) shall survive the termination of this Agreement.


15.3	Limited Recourse in respect of French FleetCo

Each party to this Agreement agrees with and acknowledges to each of French FleetCo and the French Security Trustee that, notwithstanding any other provision of any French Related Document, all obligations of French FleetCo to such entity are limited in recourse as set out below:

(c)

Priority of payments. All payments to be made by French FleetCo hereunder to any party will be made only from and to the extent of the sums payable to such party in accordance with the terms of the French Priority of Payments. Accordingly, each party expressly and irrevocably waives any remedy against French FleetCo (acting in whatever capacity) in connection with the payment of any amounts that may be due to it under any Related Document otherwise than up to the amounts payable to it in accordance with the terms of the French Priority of Payments;

(d)

Deferral. Any liability remaining unpaid after application of the French Priority of Payments shall automatically be deferred and be payable ( exigible ) on the immediately following Payment Date (except if a different rule in relation to deferred payments is set out in the agreement from which the relevant unpaid liability arises) until the Legal Final Payment Date, in accordance with the French Priority of Payments applicable on that day but in priority to the amounts due on that date and having the same or similar ranking as the deferred amount (unless no such liability as the deferred liability is due on that day in which case such deferred liability will be paid in priority to all other liabilities due on such date), commencing with the oldest deferred amount outstanding and progressing to each next older outstanding deferred amount until such time as no deferred amount remains outstanding.


(e)	Insufficient Recoveries. If, or to the extent that, after allocation of all amounts in accordance with the foregoing and, as the case may be, after the French Collateral has been as fully as practicable realised and the proceeds thereof have been applied in accordance with the French

Priority of Payments, such proceeds are insufficient to pay or discharge amounts due from French FleetCo to the French Secured Parties or any party to this Agreement in full for any reason, French FleetCo will have no liability to pay or otherwise make good any such insufficiency.

The provisions of this Sub-Clause 15.3 ( Limited recourse in respect of French FleetCo ) shall survive the termination of this Agreement. Irrespective of whether or not this Sub-Clause 15.3 ( Limited recourse in respect of French FleetCo ) is incorporated into any other Related Document, the Parties agree that this Sub-Clause 15.3 ( Limited recourse in respect of French FleetCo ) shall apply to all Related Documents to which the French FleetCo is a party to the fullest extent possible.


16	SUBMISSION TO JURISDICTION

The Tribunal de commerce de Paris has exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and the lease of each Lease Vehicle pursuant to this Agreement and accordingly any legal action or proceedings arising out of or in connection with this Agreement or the lease of each Lease Vehicle pursuant to this Agreement shall be brought in such court. The parties irrevocably submit to the exclusive jurisdiction of such court and waive any objection to proceedings in such courts whether on the ground of venue or on the ground that the proceedings have been bought in an inconvenient forum.


17	GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by French law.


18	[RESERVED]


19	NOTICES


20	ENTIRE AGREEMENT

This Agreement and the other agreements specifically referenced herein constitute the entire agreement among the parties hereto and supersede any prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement, together with the Manufacturer Programs, the Lease Vehicle Acquisition Schedules, the Intra-Lease Lessee Transfer Schedules and any other related documents attached to this Agreement (including, for the avoidance of doubt, all related joinders, exhibits, annexes, schedules, attachments and appendices), in each case solely to the extent to which such Manufacturer Programs, schedules and documents relate to Lease Vehicles will constitute the entire agreement regarding the leasing of Lease Vehicles by the Lessor to each Lessee.


21	MODIFICATION AND SEVERABILITY

Schedule or Intra-Lease Lessee Transfer Schedule shall not constitute a waiver, alteration, modification, supplement or termination to or of this Agreement.


22	SURVIVABILITY

In the event that, during the term of this Agreement, any Lessee becomes liable for the payment or reimbursement of any obligations, claims or taxes pursuant to any provision hereof, such liability will continue, notwithstanding the expiration or termination of this Agreement, until all such amounts are paid or reimbursed by or on behalf of such Lessee.


23	[RESERVED]


24	[RESERVED]


25	ELECTRONIC EXECUTION

This Agreement (including, for the avoidance of doubt, any joinder, schedule, annex, exhibit or other attachment hereto) may be transmitted and/or signed by facsimile or other electronic means (i.e., a “pdf” or “tiff”). The effectiveness of any such documents and signatures shall, subject to applicable law, be binding on each party hereto. The words “execution,” “signed,” “signature,” and words of like import in this Agreement (including, for the avoidance of doubt, any joinder, schedule, annex, exhibit or other attachment hereto) or in any amendment or other modification hereof (including, without limitation, waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form.


26	LESSEE TERMINATION AND RESIGNATION

With respect to any Lessee except for French OpCo, upon such Lessee (the “ Resigning Lessee ”) delivering irrevocable written notice to the Lessor, the Servicer and the French Security Trustee that such Resigning Lessee desires to resign its role as a Lessee hereunder (such notice, substantially in the form attached as Exhibit A hereto, a “ Lessee Resignation Notice ”), such Resigning Lessee shall immediately cease to be a Lessee hereunder, and, upon such occurrence, event or condition, the Lessor, the Servicer and the French Security Trustee shall be deemed to have released, waived, remised, acquitted and discharged such Resigning Lessee and such Resigning Lessee’s directors, officers, employees, managers, shareholders and members of and from any and all claims, expenses, damages, costs and liabilities arising or accruing in relation to such Resigning Lessee on or after the delivery of such Lessee Resignation Notice to the Lessor, the Servicer and the French Security Trustee (the time of such delivery, the “ Lessee Resignation Notice Effective Date ”); provided that, as a condition to such release and discharge, the Resigning Lessee shall pay to the Lessor all payments due and payable with respect to each Lease Vehicle leased by Resigning Lessee hereunder, including without limitation any payment listed under Sub-Clauses 4.8.1 and 4.8.2 ( Payments ), as applicable to each such Lease Vehicle, as of the Lessee Resignation Notice Effective Date; provided further that, the Resigning Lessee shall return or reallocate all Lease Vehicles at the direction of the Servicer in accordance with Sub-Clause 2.4 ( Return ); provided further that, with respect to any Resigning Lessee, such Resigning Lessee shall not be released or otherwise relieved under this Clause 26 ( Lessee Termination and Resignation ) from any claim, expense, damage, cost or liability arising or accruing prior to the Lessee Resignation Notice Effective Date with respect to such Resigning Transferor.


27	[RESERVED]


28	[RESERVED]


29	NO HARDSHIP

Each party hereto acknowledges that the provisions of article 1195 of the French Code civil shall not apply to it with respect to its obligations under this Agreement and that it shall not be entitled to make any claim under article 1195 of the French Code civil .


30	GOVERNING LANGUAGE

This Agreement is in the English language. If this Agreement is translated into another language, the English text prevails, save that words in French used in this Agreement and having specific legal meaning under French law will prevail over the English translation.

Made in Beauvais, on 25 September 2018, in three (3) original copies

Lessor

RAC FINANCE SAS

By: /s/ Denis Mancheron
Denis Mancheron

Lessee and Servicer

HERTZ FRANCE SAS

By: /s/ Bryn Cavers-Davies
Name: Bryn Cavers-Davies

Title: Authorised Signatory

French Security Trustee

BNP PARIBAS TRUST CORPORATION UK LIMITED



By: /s/ Helen Tricard Name: Helen Tricard Title: Director	/s/ Clive Kentish

Issuer Security Trustee

BNP PARIBAS TRUST CORPORATION UK LIMITED



By: /s/ Helen Tricard Name: Helen Tricard Title: Director	/s/ Clive Kentish

ANNEX A
FORM OF AFFILIATE JOINDER IN LEASE

THIS AFFILIATE JOINDER IN LEASE AGREEMENT (this “ Joinder ”) is executed as of _______________ , 20__ (with respect to this Joinder and the Joining Party) the “ Joinder Date ”), by ______________, a ____________________________ (“ Joining Party ”), and delivered to RAC Finance SAS, an entity established in France (“ French FleetCo ”), as lessor pursuant to the French Master Lease and Servicing Agreement, dated as of [●], 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Lease ”), among French FleetCo, as Lessor, Hertz France SAS (“ French OpCo ”), as a Lessee and as Servicer, those affiliates of French OpCo from time to time becoming Lessees thereunder (together with French OpCo, the “ Lessees ”) and BNP Paribas Trust Corporation UK Limited as French security trustee (the “ French Security Trustee ”). Capitalized terms used herein but not defined herein shall have the meanings provided for in the Lease.

R E C I T A L S:

WHEREAS, the Joining Party is a Permitted Lessee; and

WHEREAS, the Joining Party desires to become a “ Lessee ” under and pursuant to the Lease.

NOW, THEREFORE, the Joining Party agrees as follows:

A G R E E M E N T:

The Joining Party hereby represents and warrants to and in favor of French FleetCo and the French Security Trustee that (i) the Joining Party is an Affiliate of French OpCo, (ii) all of the conditions required to be satisfied pursuant to Clause 12 ( Additional Lessees ) of the Lease in respect of the Joining Party becoming a Lessee thereunder have been satisfied, and (iii) all of the representations and warranties contained in Clause 7 ( Certain Representations and Warranties ) of the Lease with respect to the Lessees are true and correct as applied to the Joining Party as of the date hereof.


2.	From and after the date hereof, the Joining Party hereby agrees to assume all of the obligations of a Lessee under the Lease and agrees to be bound by all of the terms, covenants and conditions therein.


3.	By its execution and delivery of this Joinder, the Joining Party hereby becomes a Lessee for all purposes under the Lease. By its execution and delivery of this Joinder, French FleetCo and the French Security Trustee each acknowledges that the Joining Party is a Lessee for all purposes under the Lease.

The Joining Party has caused this Joinder to be duly executed as of the day and year first above written.

[Name of Joining Party]

By: _________________________________

Name: ___________________________

Title: ____________________________

Address: ____________________________

Attention: ___________________________

Telephone: __________________________

Facsimile: ___________________________

Accepted and Acknowledged by:

RAC FINANCE SAS

By: ________________________________

Name: __________________________

Title: ___________________________

BNP PARIBAS TRUST CORPORATION UK LIMITED

as French Security Trustee

By: ________________________________

Name: __________________________

Title: ___________________________

EXHIBIT A
FORM OF LESSEE RESIGNATION NOTICE

[_]

[French FleetCo, as Lessor]

[Hertz France SAS, as Servicer]

Re: Lessee Termination and Resignation

Ladies and Gentlemen:

Reference is hereby made to the French Master Lease and Servicing Agreement, dated as of [●], 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ French Master Lease ”), among French FleetCo, as Lessor, Hertz France SAS (“ French OpCo ”), as a Lessee and as Servicer, those affiliates of Hertz from time to time becoming Lessees thereunder (together with French OpCo, the “ Lessees ”) and BNP Paribas Trust Corporation UK Limited as French Security Trustee and Issuer Security Trustee. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the French Master Lease.

Pursuant to Clause 26 ( Lessee Termination and Resignation ) of the French Master Lease, [_] (the “ Resigning Lessee ”) provides French FleetCo, as Lessor, and French OpCo, as Servicer, irrevocable, written notice that such Resigning Lessee desires to resign as “ Lessee ” under the French Master Lease.

Nothing herein shall be construed to be an amendment or waiver of any requirements of the French Master Lease.

[Name of Resigning Lessee]

By: _________________________________

Name: _________________________________

Title: _________________________________

SCHEDULE I

Common Terms of Motor Third Party Liability Cover

Part A
Non-vitiation endorsement

The Insurer undertakes to each Insured that this Policy will not be invalidated as regards the rights and interests of each such Insured and that the Insurer will not seek to avoid or deny any liability under this Policy because of any act or omission of any other Insured which has the effect of making this Policy void or voidable and/or entitles the Insurer to refuse indemnity in whole or in any material part in respect of any claims under this Policy as against such other Insured. For the purposes of this clause only “Insured” shall not include any “Authorised Driver”.

Part B
Severability of interest

The Insurer agrees that cover hereunder shall apply in the same manner and to the same extent as if individual policies had been issued to each Insured, provided that the total liability of the Insurers to all of the Insureds collectively shall not exceed the sums insured and the limits of indemnity (including any inner limits set by memorandum or endorsement stated in this Policy).

Part C
Notice of non-payment of premium to be sent to the French Security Trustee

No cancellation unless thirty (30) days’ notice.

In the event of non-payment of premium, this Policy may at the sole discretion of the Insurer be cancelled by written notice to the Insureds and [●] [or replacement French Security Trustee], stating when (not less than thirty (30) days thereafter) the cancellation shall be effective. Such notice of cancellation shall be withdrawn and shall be void and ineffective in the event that premium is paid by or on behalf of any of the Insureds prior to the proposed cancellation date.

Notices

The address for delivery of a notice to [●] [or replacement French Security Trustee] will be as follows:

Address:

Tel:

Fax:

Email:

Attention:

SCHEDULE II

Insurance Broker Letter of Undertaking

Part A
Public/Product Liability Cover

To: [Lessor and the French Security Trustee]

Dear Sirs

Letter of Undertaking

HERTZ FRANCE SAS (the “Company”)


1.	We confirm that the Public/Product Liability Cover providing protection against public and product liability in respect of Vehicles has been effected for the account of the Company, RAC Finance SAS, and BNP Paribas Trust Corporation UK Limited.


2.	We confirm that such Public/Product Liability Cover is in an amount which would be considered to be reasonably prudent in the context of the vehicle rental industry.


3.	We confirm that such Public/Product Liability Cover is in full force and effect as of the date of this letter. The current policy will expire on [●] unless it is cancelled, terminated or liability thereunder is fully discharged prior to that date.

This letter shall be governed by English law.

Yours faithfully

…………………………………………..
Date: [●]

Part B
Motor Third Party Liability

To: [Lessor]

Dear Sirs

Letter of Undertaking

HERTZ FRANCE SAS, (the “Company”)

We confirm that the Motor Third Party Liability Cover providing protection which is required as a matter of law, including providing protection against (i) liability in respect of bodily injury or death caused to third parties, and (ii) loss or damage to property belonging to third parties, in each case arising out of the use of any Vehicle has been effected for the account of the Company, RAC Finance SAS, and to the extent that each or either of the aforementioned parties are required to do so as a matter of law in the jurisdiction in which each or either of them or a Vehicle is located, for any other Person.


2.	We confirm that such Motor Third Party Liability Cover is in an amount which is at or above any applicable minimum limits of indemnity/ liability required as a matter of law or (if higher) which would be considered to be reasonably prudent in the context of the vehicle rental industry.


3.	We confirm that such Motor Third Party Liability Cover is in full force and effect as of the date of this letter. The current policy will expire on [●] unless it is cancelled, terminated or liability thereunder is fully discharged prior to that date.

This letter shall be governed by English law.

Yours faithfully

…………………………………………..
Date: [●]

SCHEDULE III

Required Contractual Criteria for Vehicle Purchasing Agreements


1	PROVISIONS TO BE APPLIED TO ALL VEHICLE PURCHASING AGREEMENTS TO BE ENTERED INTO BY FRENCH FLEETCO

Each Vehicle Purchasing Agreement will in substance satisfy the following contractual requirements:

1.1 Parties

Vehicle Purchasing Agreements to which French FleetCo is a party may include contractual terms permitting the accession of French OpCo (or another Affiliate of The Hertz Corporation other than French FleetCo) as an additional purchaser/seller.

If any Vehicle Purchasing Agreement provides that French OpCo (or any other Affiliate of The Hertz Corporation other than French FleetCo) may purchase/sell Vehicles in accordance with the terms of such Vehicle Purchasing Agreement, the obligations of French FleetCo and French OpCo (or other Affiliate of The Hertz Corporation other than French FleetCo, as applicable) under that Vehicle Purchasing Agreement will in all cases need to be several ( non solidaires ), and provide that French FleetCo will not have any liability for the obligations of French OpCo (or such other Affiliate of The Hertz Corporation, as applicable).

Alternatively, existing Vehicle Purchasing Agreements to which French OpCo (or other Affiliate of The Hertz Corporation other than French FleetCo) is a party may be amended to provide that French FleetCo may accede to such Vehicle Purchasing Agreements (satisfying the French Required Contractual Criteria) and that French FleetCo will not have any liability for the obligations of French OpCo (or other Affiliate of The Hertz Corporation).

1.2 Separate obligations

Each Vehicle Purchasing Agreement will satisfy the following criteria:


(a)	French FleetCo shall not under any circumstances have any liability for the obligations of French OpCo (in its capacity as guarantor, purchaser of vehicles or otherwise) thereunder; and

(b)

to the extent that French OpCo (or any other Affiliate of The Hertz Corporation other than French FleetCo) enters into or is a party to any other Vehicle Purchasing Agreements with the same Manufacturer /Dealer (each such Vehicle Purchasing Agreement to which French OpCo or other Affiliate of The Hertz Corporation other than French FleetCo is a party being a “ French OpCo Specific Agreement ”), French FleetCo shall not under any circumstances have any liability for the obligations of French OpCo (or such other Affiliate of The Hertz Corporation, as the case may be) under such French OpCo Specific Agreement.

1.3 Volume Rebates etc.

A Vehicle Purchasing Agreement may provide that any bonus payment or other amount (howsoever described) payable or to be made available by a Manufacturer /Dealer as a result of French FleetCo (or French FleetCo and/or French OpCo (and/or any other relevant Affiliate of The Hertz Corporation) under such Vehicle Purchasing Agreement and/or any French OpCo Specific Agreement, as applicable) meeting any minimum vehicle purchase level in that relevant year, be payable to or for the account of French OpCo (rather than French FleetCo). For the avoidance of doubt, French FleetCo

may however take the benefit of reductions applied to purchase prices applicable to vehicles as a result of any such minimum vehicle purchase levels being reached.

Notwithstanding the foregoing where a Vehicle Purchasing Agreement provides that in the event that any minimum vehicle purchase level in the relevant year is not met:


(a)	any bonus, payment, benefit or reductions applied to purchase prices on Vehicles purchased by French FleetCo or other amount (howsoever described) is recoverable by or repayable to a Manufacturer y/Dealer; or


(b)	any penalty or other amount (howsoever described) is payable to such Manufacturer /Dealer,

such Vehicle Purchasing Agreement shall provide that, in each case, such amounts will only be reclaimed from, payable by, or otherwise recoverable from French OpCo or another Affiliate of The Hertz Corporation other than French FleetCo.

1.4 Confidentiality and public disclosure of terms of Vehicle Purchasing

Each Vehicle Purchasing Agreement will need to be disclosed to the French Security Trustee and possibly other Enhancement Providers.

1.5 Non-petition

Each Vehicle Purchasing Agreement will contain an irrevocable and unconditional covenant or undertaking given by the relevant Manufacturer /Dealer that such Manufacturer /Dealer shall not be entitled and shall not initiate or take any step in connection with:


(a)	liquidation, bankruptcy or insolvency (or any similar or analogous proceedings or circumstances) of French FleetCo; or


(b)	the appointment of an insolvency officer in relation to French FleetCo or any of its assets whatsoever,

provided that, to the extent that a Vehicle Purchasing Agreement provides that such covenant or undertaking will terminate upon a given date, such date shall be no earlier than the date falling eighteen months and one day after the Legal Final Payment Date.

1.6 Limited recourse

Each Vehicle Purchasing Agreement will contain an irrevocable covenant or undertaking given by the relevant Manufacturer /Dealer that such Manufacturer /Dealer shall not be entitled to, and shall not, initiate or take any step in connection with the commencement of legal proceedings (howsoever described) to recover any amount owed to it by French FleetCo under the relevant Vehicle Purchasing Agreement; this covenant will be unconditional except that the relevant Manufacturer /Dealer may commence legal proceedings to the extent that the only relief sought against French FleetCo pursuant to such proceedings is the re-possession of relevant Vehicle(s) pursuant to applicable retention of title provisions provided for under the relevant Vehicle Purchasing Agreement, provided that, to the extent that a Vehicle Purchasing Agreement provides that such covenant or undertaking will terminate upon a given date, such date shall be no earlier than the date falling eighteen months and one day after the Legal Final Payment Date.


2	PROVISIONS TO BE APPLIED TO ALL MANUFACTURER PROGRAMS TO BE ENTERED INTO BY A FLEETCO

Each Manufacturer Program will in substance satisfy the following additional contractual requirements:

2.1 Assignment and transfers

Each Manufacturer Program will contain terms that permit French FleetCo to assign by way of security or pledge any of its rights under such agreement to the French Secured Parties. Any such right to grant security to the French Secured Parties must be unrestricted. Unless pursuant to an Intra-Group Transfer (as defined below) by a Manufacturer (which shall not require consent from French FleetCo), each Manufacturer Program will provide that the Manufacturer/Dealer may not assign, transfer or novate its obligations under such agreement without the prior written consent of French FleetCo. French FleetCo shall not provide such consent unless the Manufacturer /Dealer enters into a guarantee materially in the form set out in Schedule 3 ( Draft Transfer and Guarantee Language to be included in Pro Forma Manufacturer Programs ) or accepts joint and several liability in respect of the transferred obligations substantially on the terms set out in Schedule IV (Draft Transfer and Joint and Several Liability Language to be included in Pro Forma Manufacturer Programs). For the purposes hereof, an “ Intra-Group Transfer ” means an assignment, transfer or novation by a Manufacturer of its obligations under a Manufacturer Program to an Affiliate of such Manufacturer which would satisfy the definition of “ Investment Grade Manufacturer ” upon such Affiliate becoming a Manufacturer. For the avoidance of doubt, Manufacturers /Dealers may assign their rights under Manufacturer Programs without the prior written consent of French FleetCo.

2.2 Set-off

Each Manufacturer Program will provide that the Manufacturer/Dealer expressly waives (to the extent that it is able to do so under applicable law) any right that it would otherwise have under such Manufacturer Program or under applicable law to set-off (i) any amount of unpaid purchase price owed to such Manufacturer/Dealer by French FleetCo in relation to Vehicles ordered by (but not delivered to) French FleetCo by such Manufacturer/Dealer under that Manufacturer Program, against (ii) amounts owed by the Manufacturer/Dealer to French FleetCo under such Manufacturer Program, provided that, each Vehicle Purchasing Agreement entered into or renewed on or after the Closing Date will provide that the Manufacturer/Dealer expressly waives (to the extent that it is able to do so under applicable law) any right that it would otherwise have under such Vehicle Purchasing Agreement or under applicable law to set-off (i) any amount of unpaid purchase price owed to such Manufacturer/Dealer by French FleetCo under that Vehicle Purchasing Agreement, against (ii) amounts owed by the Manufacturer/Dealer to French FleetCo under that Manufacturer Program or any other Vehicle Purchasing Agreement, save and except in relation to any Manufacturer Programme with Daimler AG, and/or any of their respective Affiliates or successors or any corporation into which such entities may be merged or converted or with which they may be consolidated or any corporation resulting from any merger, conversion or consolidation of such entities (“ Daimler Entities ”) or any Dealers or agents (or Affiliates or successors thereof) selling Vehicles manufactured or purchased from the Daimler Entities if such Manufacturer Programme does not provide for waiver of set-off in accordance with paragraph 2.2 (Set-off) hereof, in which case such amounts may be reclaimed from, payable by, or otherwise recoverable from French FleetCo.

Notwithstanding the foregoing the Manufacturer /Dealers will be entitled to set off any amount owed by French FleetCo in respect of turn-back related damages against any amount of Repurchase Price owed by it to French FleetCo. The Servicer shall use reasonable efforts to procure that each Manufacturer Program will provide that the Manufacturer /Dealer expressly waives all rights to set-off (however arising, including legal set-off) any amount:


(a)	owed to it by French OpCo under such Manufacturer Program; or


(b)	owed to it by French OpCo (or any other Affiliate of The Hertz Corporation other than French FleetCo) under any other agreement (including any French OpCo Specific Agreement),

in any such case against amounts owed by the Manufacturer /Dealer to French FleetCo under the relevant Manufacturer Program.

2.3 Manufacturer’s/Dealer’s obligations to be ‘unconditional’

No Manufacturer Program may contain terms that provide that the Repurchase Obligations of the Manufacturer/Dealer are conditional in any respect other than, in relation to (a) a force majeure event or (b) compliance with applicable turn-back procedures (including any Programme Minimum Term or Programme Maximum Term) and/or (c) turn-back standards in relation to the condition of the relevant Vehicle. For the avoidance of doubt, no Manufacturer Program may provide that the obligations of the Manufacturer /Dealer thereunder are conditional upon:


(a)	any minimum number of Vehicles being purchased (i) by French FleetCo under such Manufacturer Program; and/or (ii) by French OpCo or any other Person under such Manufacturer Program or any French OpCo Specific Agreement; or


(b)	the solvency of French FleetCo; or


(c)	the solvency of any other Affiliate of The Hertz Corporation other than French FleetCo.

2.4 Termination provisions

To the extent that a Manufacturer/Dealer requires express termination provisions to be included in any Manufacturer Program, such Manufacturer Program may provide that a Manufacturer /Dealer is entitled (upon expiry of a predetermined notice period or otherwise) to terminate such agreement before its scheduled expiry date upon the occurrence of certain events (e.g. liquidation, bankruptcy, insolvency, failure to pay, late payment, partial payment, breach or serious breach of obligations, or any similar or analogous events); provided always that the Manufacturer/Dealer shall not under any circumstances have the right to terminate its obligations (subject to and in accordance with any eligibility criteria and Programme Minimum Term or Programme Maximum Term) to repurchase (or, if applicable to perform its guaranteed obligations thereunder) in respect of any Vehicle shipped to French FleetCo or its order prior to the termination of such Manufacturer Program.

2.5 Retention of title in favour of French FleetCo

The Manufacturer Program entered into with the Top Two Non-Investment Grade Manufacturers will, where credit terms are made available to the relevant Manufacturer /Dealer (in relation to the payment by it of applicable repurchase prices for Vehicles) provide that title to the relevant Vehicle will remain with French FleetCo until the sale proceeds are received by French FleetCo. In practice French FleetCo may return the registration documents for a Vehicle when it is turned back to such Top Two Non-Investment Grade Manufacturers.

¹ For these purposes, a 'force majeure event' will be constituted by any event which (a) was not foreseen by the parties, (b) is outside their control and could not have been avoided by taking due care or by compliance in all material respects with obligations under the VPA and (c) prevents performance of the obligations of one or more parties under the contract.

SCHEDULE IV

Draft Transfer and Joint and Several Liability Language to be included in Pro Forma Manufacturer Program

This should be included in each relevant pro forma Manufacturer Program, and should be adapted to the relevant Manufacturer Program. This language should only be used where the Existing Supplier agrees to be jointly and severally liable with the New Supplier. Local counsel should be consulted to ensure that it is duly executed and complies with the applicable law.


1	TRANSFERS BY THE SUPPLIER

The Supplier (the “ Existing Supplier ”) may transfer by means of assignment of contract ( cession de contrat ) (the “ Transfer ”) to another entity which has all consents and approvals required in order to perform its obligations under this Agreement (the “ New Supplier ”) all of its rights and obligations with regard to all or any of the vehicles subject of this Agreement as shall be specified (the “ Relevant Vehicles ”).

1.1 Conditions of transfer

A Transfer will not be effective unless FleetCo receives in compliance with paragraph 1.2 ( Procedure for transfer ) and at least 2 (two) Business Days before the date on which the Transfer is intended to take effect (the “ Transfer Date ”):


(a)	notification from the Existing Supplier of the name and contact details of the New Supplier;


(b)	acknowledgment from the New Supplier of its agreement to be bound by the terms of this Agreement including, without limitation, the Required Contractual Criteria;


(c)	acknowledgment that in no event will French FleetCo be required to deliver any Relevant Vehicle to the New Supplier or its agent outside France;


(d)	a duly completed and executed acknowledgment of joint and several liability substantially in the form set out in Annex 2 (the “ Acknowledgment ”) from the Existing Supplier and the New Supplier.

1.2 Procedure for transfer


(a)	Subject to conditions set out in Sub-Clause 1.1 ( Conditions of transfer ) a Transfer shall be effected in accordance with paragraph (b) below not less than 2 (two) Business Days following receipt by FleetCo of a duly completed transfer certificate substantially in the form set out in Annex 1 (the “ Transfer Certificate ”) delivered to it by the Existing Supplier and the New Supplier.


(b)	On the Transfer Date:

(i)

to the extent that in the Transfer Certificate the Existing Supplier seeks to transfer its rights and obligations under this Agreement in respect of the Relevant Vehicles, each of FleetCo and the Existing Supplier shall be released from further obligations towards one another in respect of the Relevant Vehicles under this Agreement and their respective rights against one another under this Agreement in respect of the Relevant Vehicles shall be cancelled (being the “ Discharged Rights and Obligations ”);


(ii)	each of French FleetCo and the New Supplier shall assume obligations towards one another and/or acquire rights against one another which shall be the same as the Discharged Rights and Obligations insofar as French FleetCo and the New Supplier have assumed and/or acquired the same in place of FleetCo and the Existing Supplier; and


(iii)	the New Supplier shall become a party to the New Agreement.

1.3 Definitions

In this Clause and in the Transfer Certificate the following words shall bear the following meaning:

“ Business Day ” means any day (other than a Saturday or Sunday) when commercial banks are open for general business in France;

“ New Agreement ” means this Agreement as it shall apply to the New Supplier pursuant to Clause 1;

“ Repurchase Obligations ” means the obligations of the Supplier to re-purchase from French FleetCo, at the applicable Repurchase Price, Relevant Vehicles in accordance with the terms of the Agreement; and

“ Repurchase Price ” means the purchase price or other consideration payable by the Supplier to French FleetCo for the re-purchase by the Supplier of any Relevant Vehicles.

Annex 1

Form of Transfer Certificate

To: RAC Finance SAS and Hertz France SAS

From: [The Existing Supplier] (the “ Supplier ”) and [The New Supplier] (the “ New Supplier ”)

Dated: [Date]

RAC Finance SAS - Agreement dated [•] (the “Agreement”)


1	We refer to the Agreement. This is a Transfer Certificate as defined in Sub-Clause 1.2 of the Agreement and constitutes a deed of assignment ( acte de cession de contrat ). Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.


2	We refer to Sub-Clause 1.2 ( Procedure for transfer ):


(a)	In accordance with Sub-Clause 1.2 ( Procedure for transfer ), the Existing Supplier hereby transfers by means of assignment of contract ( cession de contrat ) to the New Supplier, which transfer is hereby accepted by the New Supplier, all of the Existing Supplier’s rights and obligations relating to [the following vehicles set out below] (the “ Relevant Vehicles ”):

[Vehicle Registration Numbers]

[all vehicles which have been or, as the case may be, which may be purchased by FleetCo under the Agreement (the “ Relevant Vehicles ”)]


(b)	The proposed Transfer Date is the later of [•] or 2 (two) Business Days after the date you receive this Transfer Certificate.


(c)	The address, telephone number, fax number and attention details for notices of the New Supplier are:

Address: [Address]

Tel: [Telephone]

Fax: [Fax]

Attn: [Name]


3	The New Supplier expressly acknowledges its agreement to be bound by the terms of the Agreement including, without limitation, the provisions set out in Schedule III ( Required Contractual Criteria for Vehicle Purchasing Agreements ).


4	This Transfer Certificate constitutes a deed of assignment ( acte de cession de contrat ).


5	The New Supplier acknowledges that it will not transfer its obligations under the New Agreement without the prior written consent of FleetCo and the Existing Supplier.


6	The New Supplier acknowledges that FleetCo will not be required, under any circumstances, to deliver any Relevant Vehicle to the New Supplier or its agent outside France.


7	This Transfer Certificate is governed by French law.

[Existing Supplier] [New Supplier]

By: By:

For co-operation ( medewerking ) to the above transfers of contract:

RAC Finance SAS

___________________________________________

By:

Hertz France SAS

___________________________________________

By:

Annex 2

Form of Acknowledgement of Joint and Several Liability

To: RAC Finance SAS (“ French FleetCo ”)


From:	[EXISTING SUPPLIER] (the “ Existing Supplier ”) and [NEW SUPPLIER] (the “ New Supplier ” and, together with the Existing Supplier, the “ Co-Obligors ”)

Date: [date]

RAC Finance SAS — Agreement dated [date] (the “Agreement”)


1	We refer to the Agreement. This is an Acknowledgment as defined in Sub-Clause 1.1(d) of the Agreement. Terms defined in the Agreement have the same meaning in this Acknowledgment unless given a different meaning in this Acknowledgment.

The Co-Obligors agree and acknowledge that they are jointly and severally liable for the due and punctual performance of each and every liability (whether arising in contract or otherwise) the New Supplier may now or hereafter have toward French FleetCo under the terms of the Agreement. The Existing Supplier promises to pay to French FleetCo from time to time and upon 2 (two) Business Days’ written notice all liabilities from time to time due and payable (but unpaid following a notice to the New Supplier of such fact) by the New Supplier under or pursuant to the Agreement or on account of any breach thereof.


3	French FleetCo may take action against, or release or compromise the liability of, either Co-Obligor, or grant time or other indulgence, without affecting the liability of the other Co-Obligor under paragraph 2 above. French FleetCo may take action against the Co-Obligors together or such one or more of them as French FleetCo shall think fit.


4	The obligations of each Co-Obligor contained in this Acknowledgment in paragraph 2 above and the rights, powers and remedies conferred in respect of that Co-Obligor upon French FleetCo by this Acknowledgment shall not be discharged, impaired or otherwise affected by:


(i)	the liquidation, winding-up, dissolution, administration or reorganisation of the other Co-Obligor or any change in its status, function, control or ownership;


(ii)	any of the obligations of the other Co-Obligor under the Agreement being or becoming unenforceable in any respect;


(iii)	time, waiver, release or other indulgence granted to the other Co-Obligor in respect of its obligations under the Agreement; or


(iv)	any other act, event or omission which, but for this paragraph 4, might operate to discharge, impair or otherwise affect any of the obligations of the Existing Supplier contained in paragraph 2 above or any of the rights, powers or remedies conferred upon French FleetCo under that paragraph 2.


5	This Acknowledgement is governed by French law.

[Existing Supplier] [New Supplier]

By: By:

SCHEDULE V
FORM OF NOTICES TO LANDLORDS, CAR PARKS OWNERS AND TRANSPORTERS

Part A
Notice to Landlords

Part I
Notice to Landlord - Subscription Agreement

[ Sur papier à en tête de Hertz France S.A.S. ]

Par lettre recommandée avec accusé de réception

A : [nom/dénomination sociale et adresse du propriétaire du Parc de Stationnement]


Copie:	RAC Finance S.A.S. 172 avenue Marcel Dassault 60000 Beauvais


Fax:	+33 (0)3 44 48 57 89


Email:	rac.finance@orange.fr


Attention:	The Président

Trappes, le [•]

Madame, Monsieur,
Notice d'Information

Nous faisons référence au contrat d'abonnement conclu le [•] entre vous-mêmes et notre société [ détails des contrats d'abonnement à fournir par Hertz France S.A.S. : date, référence, autres détails d'identification applicables ] (le(s) “ Contrat(s) d'Abonnement ”) aux termes duquel vous avez accepté de nous fournir un service de parking sur le[s] parc[s] de stationnement présentant les caractéristiques suivantes : [ éléments d'identification du ou des parc(s) de stationnement à fournir par Hertz France S.A.S. : adresse, etc. ] (le(s) “ Parc(s) de Stationnement ”).

Le Groupe Hertz s'est engagé dans un programme de financement afin d'acquérir des véhicules. En conséquence de ce programme de financement, la plupart des véhicules automobiles qui viendront, à tout moment à compter de la date du présent courrier, à stationner sur le Parc de Stationnement aux termes du Contrat d'Abonnement n'appartiendront pas à Hertz France S.A.S. et ne seront pas immatriculés au nom de Hertz France S.A.S. Ces véhicules seront la propriété de la société RAC Finance S.A.S. et seront immatriculés à son nom.

A tout moment pendant la durée du Contrat de Location, sur demande écrite préalable de votre part, nous vous communiquerons les noms des propriétaires de chacun des véhicules automobiles qui viendront à stationner sur le(s) Parc(s) de Stationnement à une date donnée à compter de la date du présent courrier.

HERTZ FRANCE S.A.S.


Signature:

Nom:

Qualité:

Translation for information purposes only

[ On letterhead paper of Hertz France S.A.S. ]

By registered mail with acknowledgement of receipt


To:	[ name and address of the landlord of the Car Park ]


Copy:	RAC Finance S.A.S. 172 avenue Marcel Dassault 60000 Beauvais


Fax:	+33 (0)3 44 48 57 89


Email:	finance@orange.fr


Attention:	The Président

Trappes, [•]

Dear Madam, dear Sir,

Information Notice

We refer to the subscription agreement entered into on [•] between yourself and our company [ details of the subscription agreements to be provided by Hertz France S.A.S.: date, reference number, other applicable details ] (the “ Subscription Agreement(s) ”) pursuant to which you have agreed to provide to us parking services with respect to the car park[s] having the following features: [ identification details of the car park[s] to be provided by Hertz France S.A.S.: address, etc. ] (the “ Car Park(s) ”).

The Hertz Group has embarked on a funding programme to purchase vehicles. As a result of this funding programme, most of the vehicles which may be parked in the Car Park(s) pursuant to the Subscription Agreement(s) from time to time as from the date of this letter will not belong to Hertz France S.A.S. and will not be registered in our name. These vehicles may belong to and will be registered in the name of RAC Finance S.A.S.

At any time during the term of the Subscription Agreement, upon prior written request, we will provide you with a list of the owners of the vehicles that will be parked in the Car Park(s) as at a given date as from the date of this letter.

HERTZ FRANCE S.A.S.

Signature:

Name:

Title:

Part II

Notice to Landlord - Lease Agreement

[ Sur papier à en tête de Hertz France S.A.S. ]

Par lettre recommandée avec accusé de réception


A :	[nom/dénomination sociale et adresse du propriétaire du Parc de Stationnement]


Copie:	RAC Finance S.A.S. Aéroport de Beauvais – Tillé 60000 Tillé


Fax:	+33 (0)3 44 48 57 89


Email:	rac.finance@orange.fr


Attention:	The Président

Trappes, le [•]

Madame, Monsieur,

Notice d'Information

Nous faisons référence au contrat de location conclu le [•] entre vous-mêmes et notre société [ détails des contrats de location à fournir par Hertz France S.A.S. : date, référence, autres détails d'identification applicables ] (le(s) “ Contrat(s) de Location ”) aux termes duquel vous avez accepté de nous donner en location le[s] parc[s] de stationnement présentant les caractéristiques suivantes : [ éléments d'identification du ou des parc(s) de stationnement à fournir par Hertz France S.A.S. : adresse, etc. ] (le(s) “ Parc(s) de Stationnement ”).

Le Groupe Hertz s'est engagé dans un programme de financement afin d'acquérir des véhicules. En conséquence de ce programme de financement, la plupart des véhicules automobiles qui viendront, à tout moment à compter de la date du présent courrier, à stationner sur le Parc de Stationnement aux termes du Contrat de Location n'appartiendront pas à Hertz France S.A.S. et ne seront pas immatriculés au nom de Hertz France S.A.S. Ces véhicules seront la propriété de la société RAC Finance S.A.S. et seront immatriculés à son nom.

HERTZ FRANCE S.A.S.

Signature :

Nom :

Qualité :

Translation for information purposes only

[ On letterhead paper of Hertz France S.A.S. ]

By registered mail with acknowledgement of receipt


To:	[name and address of the landlord of the Car Park]


Copy:	RAC Finance S.A.S. 172 avenue Marcel Dassault 60000 Beauvais


Fax:	+33 (0)3 44 48 57 89


Email:	rac.finance@orange.fr


Attention:	The Président

Trappes, [•]

Dear Madam, dear Sir,

Information Notice

We refer to the lease agreement entered into on [•] between yourself and our company [ details of the lease agreements to be provided by Hertz France S.A.S.: date, reference number, other applicable details ] (the “ Lease Agreement(s) ”) pursuant to which you have agreed to hire to us the car park[s] having the following features: [ identification details of the car park[s] to be provided by Hertz France S.A.S.: address, etc. ] (the “ Car Park(s) ”).

The Hertz Group has embarked on a funding programme to purchase vehicles. As a result of this funding programme, most of the vehicles which may be parked in the Car Park(s) pursuant to the Lease Agreement(s) from time to time as from the date of this letter will not belong to Hertz France S.A.S. and will not be registered in our name. These vehicles may belong to, and be registered in the name of RAC Finance S.A.S.

At any time during the term of the Lease Agreement, upon prior written request, we will provide you with a list of the owners of the vehicles that will be parked in the Car Park(s) as at a given date as from the date of this letter.

HERTZ FRANCE S.A.S.

Signature:

Name:

Title:

Part B
Notice to Transporter

[ Sur papier à en tête de Hertz France S.A.S. ]

Par lettre recommandée avec accusé de réception


A :	[nom/dénomination sociale et adresse du transporteur]


Copie:	RAC Finance S.A.S. 172 avenue Marcel Dassault 60000 Beauvais


Fax:	+33 (0)3 44 48 57 89


Email:	rac.finance@orange.fr


Attention:	The Président

Trappes, le [•]

Madame, Monsieur,

Notice d'Information

[Nous faisons référence au(x) contrat(s) de transport conclu(s) le [•] entre vous-mêmes et notre société [ détails des contrats de transport à fournir par Hertz France S.A.S.: date, référence, autres détails d'identification applicables ] (le(s) “ Contrat(s) de Transport ”) aux termes [duquel]/[desquels] vous avez accepté de transporter certains des véhicules que nous utilisons.]

[Nous faisons référence à vos conditions générales que nous avons signées le [•] [ détails des conditions générales à fournir par Hertz France S.A.S.: date, référence, autres détails d'identification applicables ] (les “ Conditions Générales ”) aux termes desquelles vous avez accepté de transporter certains des véhicules que nous utilisons.]

Le Groupe Hertz s'est engagé dans un programme de financement afin d'acquérir des véhicules. En conséquence de ce programme de financement, la plupart des véhicules automobiles qui viendront, à tout moment à compter de la date du présent courrier, à être transportés par vous aux termes [du(des) Contrat(s) de Transport]/[des Conditions Générales] n'appartiendront pas à Hertz France S.A.S. et ne seront pas immatriculés au nom de Hertz France S.A.S. Ces véhicules seront la propriété de la société RAC Finance S.A.S. et seront immatriculés à son nom.

A tout moment pendant la durée [du(des) Contrat(s) de Transport]/[des Conditions Générales], sur demande écrite préalable de votre part, nous vous communiquerons les noms des propriétaires de chacun des véhicules automobiles qui viendront à être transportés par vous à une date donnée à compter de la date du présent courrier.

HERTZ FRANCE S.A.S.

Signature :

Nom :

Qualité :

For translation information purposes

[ On letterhead paper of Hertz France S.A.S. ]

By registered mail with acknowledgement of receipt


To:	[name and address of the transporter]


Copy:	RAC Finance S.A.S. 172 avenue Marcel Dassault 60000 Beauvais


Fax:	+33 (0)3 44 48 57 89


Email:	rac.finance@orange.fr


Attention:	The Président

Trappes, [•]

Dear Madam, dear Sir,

Information Notice

[We refer to the carrier agreement(s) entered into on [•] between yourself and our company [ details of the carrier agreement(s) to be provided by Hertz France S.A.S.: date, reference number, other applicable details ] (the “ Carrier Agreement(s) ”) pursuant to which you have agreed to [carry/convey] some of the vehicles used by us.]

[We refer to your general conditions signed by our company on [•] [ details of the general conditions to be provided by Hertz France S.A.S.: date, reference number, other applicable details ] (the “ General Conditions ”) pursuant to which you have agreed to [carry/convey] some of the vehicles used by us.]

The Hertz Group has embarked on a funding programme to purchase vehicles. As a result of this funding programme, most of the vehicles which may carried by you pursuant to the [Carrier Agreement(s)]/[General Conditions] from time to time as from the date of this letter will not belong to Hertz France S.A.S. and will not be registered in our name. These vehicles will belong to, and be registered in the name of RAC Finance S.A.S.

At any time during the term of the [Carrier Agreement(s)]/[General Conditions], upon prior written request, we will provide you with a list of the owners of the vehicles that will be carried by you as at a given date as from the date of this letter.

HERTZ FRANCE S.A.S.

Signature:

Name:

Title:

SCHEDULE VI

FORM OF FRENCH MASTER LEASE EXTENSION AGREEMENT

To: RAC Finance S.A.S. (the “ Lessor ”)

From: Hertz France S.A.S. (the “ Lessee ”)

[ Additional Lessees to be added if applicable ]

Date: [ l ]

Dear Sirs,

We refer to the French Master Lease dated [ l ] 2018 (as the same may be amended, modified, varied novated, supplemented ore replaced from time to time) between, inter alios , the Lessee and the Lessor (the “ French Master Lease ”). Words and expressions used in this letter have the meanings ascribed to them in the French Master Lease or in the Master Definitions and Construction Agreement dated [ l ] 2018 between (as the same may be amended, modified, varied novated, supplemented ore replaced from time to time) between, inter alios , the Lessee and the Lessor.

We hereby request that all the leases of Lease Vehicles entered into and that have not been terminated as of the date hereof in accordance with the French Master Lease be extended until [ date ] [ year ] on the terms set out in the French Master Lease.

This letter is a French Master Lease Extension Agreement.

Yours faithfully

Lessee

HERTZ FRANCE S.A.S.

By: ………………………………………..

[Lessee

[ l ]

By: ………………………………………..]

We hereby agree to the extension of the French Master Lease on the terms set out therein.

Lessor

RAC FINANCE S.A.S.

By: ………………………………………..

SCHEDULE VII

Form of Initial Lease Vehicle Acquisition Schedule

Vehicles to be leased pursuant to the French Master Lease as of the Closing Date, whose Vehicle Lease Commencement Date shall be the Closing Date:



VIN	Make	Model	Model Year

EXECUTION VERSION

Exhibit 4.17.5

Dated 25 September 2018

STUURGROEP FLEET (NETHERLANDS) B.V.
as Lessor

and

HERTZ AUTOMOBIELEN NEDERLAND B.V.
as Lessee and Servicer

Those Permitted Lessees from time to time becoming Lessees hereunder

and

BNP PARIBAS TRUST CORPORATION UK LIMITED
as Dutch Security Trustee

DUTCH MASTER LEASE AND SERVICING AGREEMENT

Ref: L-269083

Linklaters LLP

Table of Contents

Contents Page


1	Definitions and Construction 1


2	Nature of Agreement 2


3	Term 9


4	Rent and Lease Charges 10


5	Vehicle Operational Covenants 14


6	Servicer Functions and Compensation 21


7	Certain Representations and Warranties 26


8	Certain Affirmative Covenants 27


9	Default and Remedies Therefor 29


10	Certification of Trade or Business Use 34


11	[Reserved] 34


12	Additional Lessees 34


13	Value Added Tax and Stamp Taxes 35


14	Security and Assignments 36


15	Non-Liability of Lessor 37


16	Non-Petition and No Recourse 37


17	Submission to Jurisdiction 38


18	Governing Law 39


19	Notices 39


20	Entire Agreement 39


21	Modification and Severability 39


22	Survivability 39


23	[Reserved] 40


24	Counterparts 40


25	Electronic Execution 40


26	Lessee Termination and Resignation 40


27	Third-Party Rights 41


28	Time of the Essence 41


29	Governing Language 41


30	Power of Attorney 41


31	Rescission or Nullification of this Agreement 41

Annex Form of Affiliate Joinder in Lease 45

Exhibit Form of Lessee Resignation Notice 47

Schedule 1 Common Terms of Motor Third Party Liability Cover 48

Schedule 2 Insurance Broker Letter of Undertaking 49

Schedule 3 Required Contractual Criteria for Vehicle Purchasing Agreements 51

Schedule 4 Draft Transfer and Joint and Several Liability Language to be included in Pro Forma Manufacturer Program 56

Annex 1 Form of Transfer Certificate 58

Annex 2 Form of Acknowledgment of Joint and Several Liability 60

Schedule 5 Form of Initial Lease Vehicle Acquisition Schedule 61

This Agreement (as amended, modified or supplemented from time to time in accordance with the provisions hereof, this “ Agreement ”) is made on 25 September 2018 and shall become effective at the Effective Time between :

(1)

STUURGROEP FLEET (NETHERLANDS) B.V. , a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ), incorporated and existing under Dutch law, with its corporate seat in Amsterdam, the Netherlands, having its registered address at Siriusdreef 62, 2132 WT Hoofddorp, the Netherlands, registered with the Trade Register of the Dutch Chamber of Commerce under number 34275100 (“ Dutch FleetCo ”), as lessor (in such capacity, the “ Lessor ”);

(2)

HERTZ AUTOMOBIELEN NEDERLAND B.V. , a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ), incorporated and existing under Dutch law, with its corporate seat in Amsterdam, the Netherlands, having its registered address at Siriusdreef 62, 2132 WT Hoofddorp, the Netherlands, registered with the Trade Register of the Dutch Chamber of Commerce under number 34049337 (“ Dutch OpCo ”), as a lessee and as servicer (in such capacity as servicer, the “ Servicer ”);


(3)	those various Permitted Lessees (as defined herein) from time to time becoming Lessees hereunder pursuant to Clause 12 ( Additional Lessees ) hereof (each an “ Additional Lessee ”) as lessees (Dutch OpCo and the Additional Lessees, in their capacities as lessees, each a “ Lessee ” and, collectively, the “ Lessees ”); and


(4)	BNP PARIBAS TRUST CORPORATION UK LIMITED , acting through its registered office at 10 Harewood Avenue, London NW1 6AA as Dutch security trustee (in such capacity, the “ Dutch Security Trustee ”).

Whereas :


(A)	The Lessor has purchased or will purchase Dutch Vehicles from various parties on arm’s length terms pursuant to one or more other motor vehicle purchase agreements or otherwise, in each case, that the Lessor determines shall be leased hereunder.


(B)	The Lessor desires to lease to each Lessee and each Lessee desires to lease from the Lessor certain Lease Vehicles for use in connection with the business of such Lessee, including use by such Lessee’s employees, directors, officers, representatives, agents and other business associates in their personal or professional capacities.


(C)	The Lessor and each Lessee desire the Servicer to perform various servicing functions with respect to the Lease Vehicles (to the extent relating to the Vehicles purported to be leased pursuant to this Agreement), and the Servicer desires to perform such functions, in accordance with the terms hereof.

The Parties hereby agree as follows


1	Definitions and Construction


1.1	Definitions

Except as otherwise defined herein, capitalised terms used herein shall have the meanings assigned to such terms in the master definitions and constructions agreement signed by, amongst others, the parties hereto dated the Signing Date as amended, modified or supplemented from time to time (the “ Master Definitions and Constructions Agreement ”).

All Clause or paragraph references herein shall refer to clauses, Clauses or paragraphs of this Agreement, except as otherwise provided herein.


1.2	Rules of Construction


1.2.1	In this Agreement, including the preamble, recitals, attachments, schedules, annexes, exhibits and joinders hereto, unless the context otherwise requires, words and expressions used have the constructions ascribed to them in clause 2 ( Principles of Interpretation and Construction ) of the Master Definitions and Constructions Agreement.


1.2.2	If any obligations of a party to this Agreement or provisions of this Agreement are subject to or contrary to any mandatory principles of applicable law, compliance with such obligations and/or provisions of this Agreement shall be deemed to be subject to such mandatory principles (or waived) to the extent necessary to be in compliance with such law.

1.2.3

In this Agreement, the term “ sub-lease ” means any underlease, sub-lease, license or mandate in relation to the use of a Lease Vehicle between a Lessee as lessor and a sub-lessee as lessee but does not include, for the avoidance of doubt, any arrangements and normal business operations involving the ultimate return of Lease Vehicles from locations not operated by a Lessee to drop locations of such Lessee (and ancillary use or transportation of such Lease Vehicles in relation thereto).


1.2.4	Words in Dutch used in this Agreement and having a specific legal meaning should prevail over the English translation.


1.3	Scope of Agreement

The parties hereto acknowledge that this Agreement is only being entered into in connection with the Vehicles purported to be leased pursuant to this Agreement, the Dutch Collateral and the Dutch Related Documents and that there is a separate Spanish Master Lease being entered into between, inter alios , Spanish FleetCo and Spanish OpCo in connection with the Spanish Vehicles, Spanish Collateral and the Spanish Related Documents.


1.4	Effectiveness

The parties hereto acknowledge and agree that the rights and obligations under this Agreement shall become effective at the Effective Time.


2	Nature of Agreement

(a)

Each Lessee and the Lessor acknowledges that the relationship between the Lessor and each Lessee pursuant to this Agreement shall be only that of a lessor ( verhuurder ) and a lessee ( huurder ) and that any lease of Lease Vehicles granted pursuant to this Agreement shall be a lease ( huur ) governed by Dutch law and title to the Lease Vehicles will at all times remain with the Lessor. No Lessee shall acquire by virtue of this Agreement any rights in or option to purchase any Lease Vehicles leased to it whatsoever, other than the right of possession and use as provided by this Agreement.


(b)	[Reserved]


2.1	Lease of Vehicles


2.1.1	Lease of Existing Fleet . From the Closing Date and subject to the terms and provisions hereof and the Global Deed of Termination and Release, each Lessee and the Lessor hereto agree that:

(i)

on the Closing Date (A) the Lessor shall lease to each Lessee and (B) such Lessee shall lease from the Lessor, in each case, all Vehicles leased (as at the Closing Date) pursuant to the Dutch master lease agreement entered into on 6 August 2007 (as such agreement has been amended and restated from time to time) between Hertz Automobielen Nederland B.V. (as lessee thereunder), Stuurgroep Fleet (Netherlands) B.V. (as lessor thereunder) and BNP Paribas Trust Corporation UK Limited (as borrower security trustee) thereunder (which such agreement shall, for the purposes of this Clause 2.1, be referred to as the “ Terminated Dutch Master Lease ”);


(ii)	on the Closing Date, all rights and obligations of each party under the Terminated Dutch Master Lease shall be terminated in accordance with the provisions of the Global Deed of Termination and Release dated on or around the date hereof;


(iii)	from and including the Closing Date, the Vehicles leased pursuant to this Clause 2.1.1 shall be leased in accordance with the terms and provisions of this Dutch Master Lease and each party hereto shall have the rights and obligations provided for in this Agreement in connection with the Vehicles referred to in this Clause 2.1.1; and


(iv)	the Capitalized Cost of each Vehicle leased pursuant to this Clause 2.1.1 shall be equal to such Vehicle’s net book value immediately prior to such Vehicle’s Vehicle Lease Commencement Date.

2.1.2

Agreement to Lease . From time to time, subject to the terms and provisions hereof (including satisfaction of the conditions precedent set forth in Clause 2.1.3 ( Conditions Precedent to Lease of Lease Vehicles )), the Lessor agrees to lease to each Lessee, and each Lessee agrees to lease from the Lessor, those certain Lease Vehicles identified on Lease Vehicle Acquisition Schedules and Intra-Lease Lessee Transfer Schedules produced from time to time by or on behalf of such Lessee pursuant to Clauses 2.1.4 ( Lease Vehicle Purchases and Lease Vehicle Acquisition Schedules ) and 2.2.2 ( Intra-Lease Transfers ), respectively.


2.1.3	Conditions Precedent to Lease of Lease Vehicles . The agreement of the Lessor to commence leasing any Lease Vehicle to any Lessee hereunder is subject to the following conditions precedent being satisfied at the time the Lessor orders such Lease Vehicles:

(i)

No Default . No Lease Event of Default shall have occurred and be continuing on the Vehicle Lease Commencement Date for such Lease Vehicle or would result from the leasing of such Lease Vehicle hereunder, and no Potential Lease Event of Default with respect to any event or condition specified in Clause 9.1.1 ( Events of Default ), Clause 9.1.5 ( Events of Default ) or Clause 9.1.8 ( Events of Default ) shall have occurred and be continuing on the Vehicle

Lease Commencement Date for such Lease Vehicle or would result from the leasing of such Lease Vehicle hereunder;


(ii)	Funding . Dutch FleetCo shall have sufficient available funding to purchase such Lease Vehicle;

(iii)


(iv)	Eligible Vehicle . Such Lease Vehicle is an Eligible Vehicle or in the case of any Credit Vehicle will be an Eligible Vehicle following payment of the purchase price in respect thereof;


(v)	Vehicle Purchasing Agreement . Such Lease Vehicle has been ordered in accordance with the terms of the relevant Vehicle Purchasing Agreement;


(vi)	Lease Expiration Date . The Lease Expiration Date has not occurred; and


(vii)	Payment . If such Lease Vehicle was purchased by Dutch FleetCo on non-credit terms, Dutch FleetCo has paid in full the purchase price for such Lease Vehicle and if such Lease Vehicle was purchased on credit terms by Dutch FleetCo, such Lease Vehicle has been delivered to or (as the case may be) is available for collection by Dutch FleetCo.


2.1.4	Lease Vehicle Purchases and Lease Vehicle Acquisition Schedules

(i)

Each Lessee may from time to time request that the Lessor acquires vehicles for the purpose of leasing such vehicles in accordance with the terms of this Agreement. The Lessor may, in its absolute discretion, and provided that the conditions precedent in Clause 2.1.3 ( Conditions Precedent to Lease of Lease Vehicles ) above have been satisfied or waived, order the relevant vehicles in accordance with the terms of the relevant Vehicle Purchasing Agreement. Each Lessee shall deliver or cause to be delivered to the Lessor one or more schedules identifying the vehicles which the Lessor has acquired pursuant to a Vehicle Purchasing Agreement following a request by such Lessee, which schedules shall include the Basic Lease Vehicle Information (each such schedule, a “ Lease Vehicle Acquisition Schedule ”). Each Lessee hereby agrees that each such delivery of a Lease Vehicle Acquisition Schedule shall be deemed hereunder to constitute a representation and warranty by such Lessee, to and in favour of the Lessor, that each condition precedent to the leasing of the Lease Vehicles identified in such Lease Vehicle Acquisition Schedule has been satisfied as of the date of such delivery.


(ii)	During the period from the Vehicle Lease Commencement Date in respect of a Lease Vehicle to the date that such Lease Vehicle is first identified on a Lease Vehicle Acquisition Schedule, the existence of a lease between the

Lessor and a Lessee in respect of that Lease Vehicle shall be evidenced and determined by reference to the records of the Lessor (which such records shall be held to be correct for all purposes unless manifestly erroneous).


(iii)	The Lease Vehicle Acquisition Schedule for each Lease Vehicle to be leased hereunder on the Closing Date shall be substantially in the form as set out in Schedule 5 ( Form of Initial Lease Vehicle Acquisition Schedule ).


2.1.5	Lease Vehicle Acceptance or Non-conforming Lease Vehicle Rejection

(i)

Subject to paragraph (ii) below, with respect to any vehicle identified on a Lease Vehicle Acquisition Schedule and made available for lease by the Lessor to any Lessee, such Lessee shall have the right to inspect such vehicle within five days of receipt (or such shorter period as may be contemplated under the applicable Vehicle Purchasing Agreement) (the “ Inspection Period ”) of such vehicle and either accept or, if such vehicle is a Non-conforming Lease Vehicle, reject such vehicle, provided that such Lessee shall be deemed to have accepted such vehicle as a Lease Vehicle unless it has notified the Lessor in writing that such vehicle is a Non-conforming Lease Vehicle during the Inspection Period (the delivery date of such written notice, the “ Rejection Date ”). If such Lessee timely notifies the Lessor that such vehicle is a Non-conforming Lease Vehicle, then such Non-conforming Lease Vehicle with respect to which such Lessee has so notified the Lessor shall be a “ Rejected Vehicle ”.

(ii)

Notwithstanding paragraph (i) above, a Lessee will only be entitled to reject any Lease Vehicle delivered to it by or on behalf of the Lessor (A) if the Lessor is itself entitled to reject such Lease Vehicle under the relevant Vehicle Purchasing Agreement pursuant to which such Vehicle was ordered and (B) subject to the same conditions (to the extent applicable) as to rejection as may be applicable to the Lessor under the relevant Vehicle Purchasing Agreement in respect of such Vehicle.


(iii)	The Lessor shall cause the Servicer to dispose of a Rejected Vehicle described in paragraph (i) above (including by returning such Rejected Vehicle to the seller thereof in accordance with the terms of the applicable Vehicle Purchasing Agreement) in accordance with Clause 6.2 ( Servicer Functions with Respect to Lease Vehicle Returns, Disposition and Invoicing ).


2.2	Certain Transfers


2.2.1	Sales to Lessee. The Lessor may sell a Lease Vehicle during such Lease Vehicle’s Vehicle Term to the relevant Lessee for an amount equal to the net book value under GAAP of such Lease Vehicle.

2.2.2

Lease Vehicle identified in such Intra-Lease Lessee Transfer Schedule shall cease to be leased by the Transferor Lessee and shall contemporaneously commence being leased to the Transferee Lessee, provided that such transfer does not result in the breach of any prescribed limits relating to Lease Vehicles set out in the Related Documents. Each Lessee agrees that upon such a transfer of any Lease Vehicle from one Lessee to another Lessee pursuant to this Agreement, such Transferor Lessee relinquishes all rights that it has in such Lease Vehicle pursuant to this Agreement. Each Intra-Lease Lessee Transfer Schedule may be delivered electronically and may be delivered directly by either the applicable Transferor Lessee or the applicable Transferee Lessee or on behalf of either such party by any agent or designee of such party.


2.3	[Reserved]


2.4	Return

2.4.1

Lessee Right to Return . Any Lessee may return any Lease Vehicle (other than any Lease Vehicle that has experienced a Casualty or become an Ineligible Vehicle) then leased by such Lessee at any time prior to such Lease Vehicle’s Maximum Lease Termination Date to the Servicer at the location for such Lease Vehicle’s return reasonably specified by the Servicer, provided that, for the avoidance of doubt, the Vehicle Term for such Lease Vehicle will continue until the Vehicle Lease Expiration Date thereof, notwithstanding the prior return of such Lease Vehicle pursuant to this Clause 2.4.1 ( Lessee Right to Return ).


2.4.2	Lessee Obligation to Return . Each Lessee shall return each Lease Vehicle leased by such Lessee on or prior to such Lease Vehicle’s Maximum Lease Termination Date to the Servicer at the location for such Lease Vehicle’s return reasonably specified by the Servicer (taking into account transportation costs and expected realisable disposition proceeds).


2.5	Redesignation of Vehicles


2.5.1	Mandatory Program Vehicle to Non-Program Vehicle Redesignations . With respect to any Lease Vehicle that is a Program Vehicle leased by any Lessee hereunder as of any date of determination, the Lessor shall on the date specified in Clause 2.5.4 ( Timing of Redesignations ) redesignate such Lease Vehicle as a Non-Program Vehicle, if:


(i)	a Manufacturer Event of Default is continuing with respect to the Manufacturer of such Lease Vehicle as of such date; or

(ii)

minus (3) the Excess Mileage Charges with respect to such Lease Vehicle, that would be applicable as of such date, assuming that such date were the Disposition Date, minus (4) the Excess Damage Charges with respect to such Lease Vehicle, that would be applicable as of such date, assuming that such date were the Disposition Date, minus (5) the Pre-VLCD Program Vehicle Depreciation Amount paid or payable with respect to such Lease Vehicle, as of such date, minus (6) the Program Vehicle Depreciation Assumption True-Up Amount paid or payable with respect to such Lease Vehicle, as of such date.

2.5.2

Optional Program Vehicle to Non-Program Vehicle Redesignations . In addition to Clause 2.5.1 ( Mandatory Program Vehicle to Non-Program Vehicle Redesignations ) and without limitation thereto, with respect to any Lease Vehicle that is a Program Vehicle leased by any Lessee hereunder as of any date of determination, such Lessee may redesignate such Lease Vehicle as a Non-Program Vehicle upon written notice to the Lessor (which written notice may be delivered electronically and may be delivered directly by such Lessee or on its behalf by any agent or designee of such Lessee), provided that such Lessee shall not redesignate any Program Vehicle as a Non-Program Vehicle pursuant to this Clause 2.5.2 if, after giving effect to such redesignation, an Aggregate Asset Amount Deficiency would exist, unless such redesignation would decrease the amount of such Aggregate Asset Amount Deficiency.

2.5.3

Non-Program Vehicle to Program Vehicle Redesignations . With respect to any Lease Vehicle that is a Non-Program Vehicle leased by any Lessee hereunder as of any date of determination, if such Lease Vehicle was previously designated as a Program Vehicle, then such Lessee may redesignate such Lease Vehicle as a Program Vehicle upon written notice to the Lessor (which written notice may be delivered electronically and may be delivered directly by such Lessee or on its behalf by any agent or designee of such Lessee), provided that such Lessee may not redesignate any such Lease Vehicle as a Program Vehicle if such Lease Vehicle would then be required to be redesignated as a Non-Program Vehicle pursuant to Clause 2.5.1 ( Mandatory Program Vehicle to Non-Program Vehicle Redesignations ) after designating such Lease Vehicle as a Program Vehicle.

2.5.4

Timing of Redesignations . With respect to any redesignation to be effected pursuant to Clause 2.5.1 ( Mandatory Program Vehicle to Non-Program Vehicle Redesignations ), such redesignation shall occur as of the first calendar day of the calendar month following the date on which the applicable event or condition described in Clause 2.5.1(ii) ( Mandatory Program Vehicle to Non-Program Vehicle Redesignations ) occurs. With respect to any redesignation to be effected pursuant to Clause 2.5.2 ( Optional Program Vehicle to Non-Program Vehicle Redesignations ) or 2.5.3 ( Non-Program Vehicle to Program Vehicle Redesignations ), such redesignation shall occur as of the first calendar day of the calendar month immediately following the calendar month of the date written notice was delivered by the applicable Lessee of such redesignation.


2.5.5	Program Vehicle to Non-Program Vehicle Redesignation Payments . With respect to any Lease Vehicle that is redesignated as a Non-Program Vehicle pursuant to Clause 2.5.1 ( Mandatory Program Vehicle to Non-Program Vehicle Redesignations ) or

Clause 2.5.2 ( Optional Program Vehicle to Non-Program Vehicle Redesignations ), the Lessee of such Lease Vehicle as of the close of business on the date of such redesignation shall pay to the Lessor on the Payment Date following the effective date of such redesignation, as determined in accordance with Clause 2.5.4 ( Timing of Redesignations ), an amount equal to the excess, if any, of the Net Book Value of such Lease Vehicle over the Market Value of such Lease Vehicle, in each case, as of the date of such redesignation (such excess, if any, for such Lease Vehicle, a “ Redesignation to Non-Program Amount ”).

2.5.6

Non-Program Vehicle to Program Vehicle Redesignation Payments . With respect to any Lease Vehicle that is redesignated as a Program Vehicle pursuant to Clause 2.5.3 ( Non-Program Vehicle to Program Vehicle Redesignations ), the Lessor shall pay to the Lessee of such Lease Vehicle on the Payment Date following the effective date of such redesignation, as determined in accordance with Clause 2.5.4 ( Timing of Redesignations ), an amount equal to the excess, if any, of the Net Book Value of such Lease Vehicle (as of the date of such redesignation and calculated assuming that such Lease Vehicle had never been designated as a Non-Program Vehicle) over the Net Book Value of such Lease Vehicle (as of the date of such redesignation but without giving effect to such Lease Vehicle’s redesignation as a Program Vehicle) (such excess, if any, for such Lease Vehicle and such redesignation, the “ Redesignation to Program Amount ”), provided that:


(i)	no payment shall be required to be made and no payment may be made by the Lessor pursuant to this Clause 2.5.6 to the extent that an Amortization Event or a Potential Amortization Event exists or would be caused by such payment;


(ii)	the amount of any such payment to be made by the Lessor on any such date shall be capped at and be paid from (and the obligation of the Lessor to make such payment on such date shall be limited to) the amount of funds available to the Lessor on such date; and


(iii)	if any such payment from the Lessor is limited in amount pursuant to the foregoing paragraph (i) or (ii), the Lessor shall pay to such Lessee the funds available to the Lessor on such Payment Date and shall pay to such Lessee on each Payment Date thereafter the amount available to the Lessor until such Redesignation to Program Amount has been paid in full to such Lessee.


2.6	Hell-or-High-Water Lease

Each Lessee’s obligation to pay all rent and other sums hereunder shall be absolute and unconditional, and shall not be subject to any abatement, set-off (except as required under Clause 4.9.6 Tax gross-up below), counterclaim, deduction or reduction for any reason whatsoever. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein) for any reason, including, without limitation:


2.6.1	any defect in the condition, merchantability, quality or fitness for use of the Lease Vehicles or any part thereof;


2.6.2	any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Lease Vehicles or any part thereof;


2.6.3	any restriction, prevention or curtailment of or interference with any use of the Lease Vehicles or any part thereof;


2.6.4	any defect in or any Security on title to the Lease Vehicles or any part thereof;


2.6.5	any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of such Lessee or the Lessor;


2.6.6	any bankruptcy, insolvency, reorganisation, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Agreement by any trustee or receiver of any Person mentioned above, or by any court;


2.6.7	any claim that such Lessee has or might have against any Person including, without limitation, the Lessor;


2.6.8	any failure on the part of the Lessor or such Lessee to perform or comply with any of the terms hereof or of any other agreement;


2.6.9	any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Dutch Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise;


2.6.10	any insurance premiums payable by such Lessee with respect to the Lease Vehicles; or


2.6.11	any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable.

Each Lessee, to the extent permitted by law, waives all rights now or hereafter available to it under Dutch law to any diminution or reduction of Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. All covenants and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise stated.


3	Term


3.1	Vehicle Term


3.1.1	Vehicle Lease Commencement Date . The “ Vehicle Lease Commencement Date ” with respect to any Lease Vehicle shall mean the date referenced in the applicable Lease Vehicle Acquisition Schedule with respect to such Lease Vehicle, provided that:


(i)	in respect of Lease Vehicles which were leased under the Terminated Dutch Master Lease, such date shall be the Closing Date;


(ii)	in respect of Lease Vehicles to be leased pursuant to this Agreement and which were not leased under the Terminated Dutch Master Lease, in no event shall such date be a date later than (i) the date that funds are expended by

Dutch FleetCo to acquire such Lease Vehicle or (ii) if earlier, the date on which the Lease Vehicle is delivered, (such date of payment, the “ Vehicle Funding Date ” for such Lease Vehicle).


3.1.2	Vehicle Term for Lease Vehicles . The “ Vehicle Term ” with respect to each Lease Vehicle shall extend from the Vehicle Lease Commencement Date through the earliest of:


(i)	the Disposition Date with respect to such Lease Vehicle;


(ii)	if such Lease Vehicle becomes a Rejected Vehicle, the Rejection Date with respect to such Rejected Vehicle; and


(iii)	the Maximum Lease Termination Date with respect to such Lease Vehicle

(the earliest of such three dates being referred to as the “ Vehicle Lease Expiration Date ” for such Lease Vehicle).


3.1.3	[Reserved]


3.1.4	Lease Vehicles with Multiple Vehicle Terms . For the avoidance of doubt, with respect to any Lease Vehicle that experiences more than one Vehicle Term pursuant to this Agreement, each such Vehicle Term with respect to such Lease Vehicle will be treated as an independent Vehicle Term for all purposes hereunder.


3.2	Dutch Master Lease Term

The “ Lease Commencement Date ” shall mean the Closing Date. The “ Lease Expiration Date ” shall mean the later of (i) the date of the final payment in full of the Dutch Notes and (ii) the Vehicle Lease Expiration Date for the last Lease Vehicle leased by the Lessee hereunder. The “ Term ” of this Agreement shall mean the period commencing on the Lease Commencement Date and ending on the Lease Expiration Date.


4	Rent and Lease Charges

Each Lessee will pay Rent due and payable on a monthly basis as set forth in this Clause 4.


4.1	Depreciation Records and Depreciation Charges


4.1.1	Additional rent on the First Payment Date

prior to the Closing Date which would have been payable by the Lessee in respect of each relevant Lease Vehicle in accordance with the Dutch Prior Lease had such lease not been terminated on the Closing Date.


4.2	Monthly Base Rent


4.3	Final Base Rent


4.4	Program Vehicle Depreciation Assumption True-Up Amount


4.5	Monthly Variable Rent


(i)	the sum of:


(a)	all interest that has accrued on the Dutch Notes during the Interest Period for the Dutch Notes ending on the second Business Day immediately preceding the Determination Date immediately preceding such Payment Date; plus


(b)	all Dutch Carrying Charges with respect to such Payment Date; and


(ii)	the quotient (the “ VR Quotient ”) obtained by dividing:


(a)	the Net Book Value of such Lease Vehicle as of the last day of such Related Month (or, if earlier, the Disposition Date with respect to such Lease Vehicle); by


(b)	the aggregate Net Book Value as of the last day of such Related Month (or, in any such case, if earlier, the Disposition Date of such Lease Vehicle) of all such Lease Vehicles leased by the Lessor to the Lessees.


4.6	Casualty; Ineligible Vehicles

On the second day of each calendar month, each Lessee shall deliver to the Servicer a list containing each Lease Vehicle leased by such Lessee that suffered a Casualty or became an Ineligible Vehicle in the preceding calendar month (each such list, a “ Monthly Casualty Report ”). Each such delivery may be satisfied by the applicable Lessee posting such Monthly Casualty Report to a password-protected website made available to the Servicer or by any other reasonable means of electronic transmission (including by e-mail, file transfer protocol or otherwise) and may be so delivered directly by the applicable Lessee or on its behalf by any agent or designee of such Lessee. On the Disposition Date with respect to each Lease Vehicle that suffers a Casualty or becomes an Ineligible Vehicle, (i) the Lessor shall cause title to such Lease Vehicle to be transferred to or at the direction of the Lessee of such Lease Vehicle and (ii) such Lessee shall be entitled to any physical damage insurance proceeds applicable to such Lease Vehicle.


4.7	Payments

4.7.1

Subject to Clause 4.7.3, on each Payment Date and with respect to the Related Month thereto, after giving full credit for any prepayments made pursuant to Clause 4.10 ( Prepayments ), each Lessee shall pay to the Lessor an amount equal to the sum of the following amounts with respect to each Lease Vehicle leased by such Lessee hereunder to the last day of such Related Month (other than any Lease Vehicle the Disposition Date for which occurred during such Related Month):


(i)	the Monthly Base Rent with respect to such Lease Vehicle as of such Payment Date; plus


(ii)	the Pre-VLCD Program Vehicle Depreciation Amount with respect to such Lease Vehicle, if any; plus


(iii)	if the Program Vehicle Depreciation Assumption True-Up Amount owing with respect to such Lease Vehicle as of such Payment Date is a positive number, then such Program Vehicle Depreciation Assumption True-Up Amount minus all amounts previously paid by the applicable Lessee in respect of such Program Vehicle Depreciation Assumption True-Up Amount; plus


(iv)	the Monthly Variable Rent with respect to such Lease Vehicle as of such Payment Date; plus


(v)	the Redesignation to Non-Program Amount, if any, with respect to such Lease Vehicle for such Payment Date.


4.7.2	Subject to Clause 4.7.3, on each Payment Date and with respect to the Related Month thereto, after giving full credit for any prepayments made pursuant to Clause 4.10 ( Prepayments ), each Lessee shall pay to the Lessor an amount equal to the sum of

the following amounts with respect to each Lease Vehicle leased by such Lessee hereunder as of any day during such Related Month and the Disposition Date for which occurred during such Related Month:


(i)	the Casualty Payment Amount with respect to such Lease Vehicle, if any; plus


(ii)	the Final Base Rent with respect to such Lease Vehicle, if any; plus


(iii)	the Program Vehicle Special Default Payment Amount with respect to such Lease Vehicle, if any; plus


(iv)	the Non-Program Vehicle Special Default Payment Amount with respect to such Lease Vehicle, if any; plus


(v)	the Early Program Return Payment Amount with respect to such Lease Vehicle, if any; plus


(vi)	the Monthly Variable Rent owing with respect to such Lease Vehicle for such Payment Date.

4.7.3

The total amount of Rent payable by the Lessee to the Lessor on each Payment Date shall be adjusted by an amount (positive or negative) as reasonably determined by the Servicer to result in the net income and gains, of the Lessor for the Related Month, calculated in accordance with GAAP, taking into account, inter alia, (i) all interest expenses and other expenses of such Lessor (including, for the avoidance of doubt, such interest and other expenses paid and accrued but not yet paid) (in accordance with GAAP) and (ii) any losses or gains realised as of the last day of the Related Month in respect of the disposal of Non-Programme Vehicles the Lessor during such Related Month) being equal to one twelfth of the Dutch Minimum Profit Amount (the “ Rental Adjustmen t”) provided that the Rental Adjustment shall not result in the Rent being reduced below such amount as is required by the Lessor to make any payments to third parties (including in respect of interest and other amounts payable to the Dutch Noteholder under the Dutch Note) on such Payment Date.


4.8	Making of Payments


4.8.1	All payments hereunder shall be made by the applicable Lessee, or by the Servicer or one or more of its Affiliates on behalf of such Lessee, to, or for the account of, the Lessor in immediately available funds, without set-off, counterclaim or deduction of any kind, except as required under Clause 4.9.6.


4.8.2	All such payments shall be deposited into the Dutch Transaction Account not later than 12.00 noon, London time, on such Payment Date.


4.8.3	If any Lessee pays less than the entire amount of Rent (or any other amounts) due on any Payment Date, after giving full credit for all prepayments made pursuant to Clause 4.10 ( Prepayments ) with respect to amounts due on such Payment Date, then the payment received from such Lessee in respect of such Payment Date shall be first applied to the Monthly Variable Rent due on such Payment Date.


4.8.4	In the event any Lessee fails to remit payment of any amount due under this Agreement on or before the Payment Date or when otherwise due and payable hereunder, the amount not paid will be considered delinquent and such Lessee shall pay default interest with respect thereto at a rate equal to (i) the effective interest rate payable by

Dutch FleetCo on any overdue amounts owed by Dutch FleetCo with respect to the Dutch Notes or (ii) if no such interest is payable by Dutch FleetCo, EURIBOR plus 1.0 per cent, during the period from the Payment Date on which such delinquent amount was payable until such delinquent amount (with accrued interest) is paid.


4.8.5	EUR is the currency of account payment for any sum due from one party to another under this Agreement.


4.8.6	Tax gross-up :


(i)	Each Lessee shall make all payments to be made by it under this Agreement without any Tax Deduction, unless a Tax Deduction is a Requirement of Law.


(ii)	Each Lessee shall, promptly upon becoming aware that it is required to make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), notify the Lessor and the Dutch Security Trustee accordingly.


(iii)	If any Lessee is required by law to make a Tax Deduction, the amount of the payment due by such Lessee shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due to the payee if no Tax Deduction had been required.


(iv)	If any Lessee is required to make a Tax Deduction, such Lessee shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.


(v)	Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, each Lessee shall deliver to the Lessor and the Dutch Security Trustee evidence reasonably satisfactory to the Lessor that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant Tax Authority.


4.9	Prepayments


4.10	Ordering and Delivery Expenses


4.11	[Reserved]


5	Vehicle Operational Covenants


5.1	[Reserved]

5.1.1

Maintenance and Repairs . With respect to any Lessee and the Lease Vehicles leased by such Lessee hereunder, such Lessee shall pay for all maintenance and repairs. Each Lessee will pay, or cause to be paid, all usual and routine expenses incurred in the use and operation of Lease Vehicles leased by such Lessee hereunder, including, but not limited to, fuel, lubricants and coolants. Any improvements or additions to any Lease Vehicles shall become and remain the property of the Lessor, except that any addition to any Lease Vehicle made by any Lessee shall remain the property of such Lessee if such addition can be disconnected from such Lease Vehicle without impairing the functioning of such Lease Vehicle or its resale value, excluding such addition.


5.1.2	Insurance . Each Lessee shall:


(i)	arrange for the following insurances to be effected and maintained until the Lease Expiration Date:


(a)	for the Lessor, for itself and, to the extent each or any of the Lessor or a Lessee is required to do so as a Requirement of Law in the jurisdiction in which each or any of the Lessor or a Lessee is located, for any other Person, insurance cover which is a Requirement of Law, including providing protection against:


(I)	liability in respect of bodily injury or death caused to third parties; and


(II)	loss or damage to property belonging to third parties,


(b)	for the Lessor, the Dutch Security Trustee and itself, insurance cover providing protection against public and product liability in respect of Vehicles which the Lessor leases to the Lessees in an amount which would be considered to be reasonably prudent in the context of the vehicle rental industry (the “ Public/Product Liability Cover ”),

(each an “ Insurance Policy ” and together the “ Insurance Policies ”), in each case with licensed insurance companies or underwriters;


(ii)	use reasonable endeavours to ensure that the Motor Third Party Liability Cover is endorsed by a non-vitiation clause substantially in the form as set out in Part A ( Non-vitiation endorsement ) of Schedule 1 ( Common Terms of Motor Third Party Liability Cover );


(iii)	use reasonable endeavours to ensure that the Motor Third Party Liability Cover is endorsed by a severability of interest clause substantially in the form as set out in Part B ( Severability of interest ) of Schedule 1 ( Common Terms of Motor Third Party Liability Cover );


(iv)	use reasonable endeavours to ensure that the Motor Third Party Liability Cover is endorsed by a “non-payment of premium” clause substantially in the form as set out in Part C ( Notice of non-payment of premium to be sent to the Dutch Security Trustee ) of Schedule 1 ( Common Terms of Motor Third Party Liability Cover );


(v)	upon knowledge of the occurrence of an event giving rise to a claim under any of the Insurance Policies, arrange for a claim to be filed with the relevant insurance company or underwriters and provide assistance in attempting to bring the claim to a successful conclusion;


(vi)	ensure that the Insurance Policies are renewed or (as the case may be) replaced in a timely manner and shall pay premiums promptly and in accordance with the requirements of the relevant Insurance Policy;


(vii)	notify the Lessor and the Dutch Security Trustee of any material changes to either a Lessee’s or the Lessor’s insurance coverage under any of the Insurance Policies;


(viii)	promptly notify the Lessor and the Dutch Security Trustee of:


(a)	any notice of threatened cancellation or avoidance of any of the Insurance Policies received from the relevant insurer; and


(b)	any failure to pay premiums to the insurer or broker in accordance with the terms of any such Insurance Policies;

(ix)

if any of the Insurance Policies are not kept in full force and effect and/or if a Lessee fails to pay any premiums thereunder, the Lessor has the right, but no obligation, to replace the relevant Insurance Policy or to pay the premiums due (if permitted under the relevant Insurance Policy), as the case may be, and in either case, the Lessee shall indemnify the Lessor for the amount of any premium and any Liabilities incurred in relation to replacement of the relevant Insurance Policy or payment of the premiums due by the Lessor, as the case may be (such indemnity shall be immediately due and payable by such Lessee);


(x)	retain custody of the original Insurance Policy documents and any correspondence regarding claims in respect of any of the Insurance Policies affecting the Lessor and shall supply the original Insurance Policy documents only (but not any claims correspondence) to the Dutch Liquidation Co-ordinator and (if so requested) supply the Lessor and the Dutch Security Trustee with copies thereof;

(xi)

comply, and use reasonable endeavours to ensure that any Affiliate to which a Lease Vehicle has been sub-leased pursuant to this Agreement and any sub-contractor, if any and to the extent required, complies, with the terms and conditions of the Insurance Policies, and shall not consent to, or voluntarily permit any act or omission which might invalidate or render unenforceable the whole or any part of the Insurance Policies;


(xii)	in respect of the Public/Product Liability Cover, if such insurance is obtained through a placing broker (or such placing broker is replaced with another),

use reasonable endeavours to obtain a letter of undertaking substantially in the form set out in Part A ( Public/Product Liability Cover ) of Schedule 2 ( Insurance Broker Letter of Undertaking ); and


(xiii)	in respect of the Motor Third Party Liability Cover, if such insurance is obtained through a placing broker (or such placing broker is replaced with another), use reasonable endeavours to obtain a letter of undertaking substantially in the form set out in Part B ( Motor Third Party Liability ) of Schedule 2 ( Insurance Broker Letter of Undertaking ).


5.1.3	Ordering and Delivery Expenses . Each Lessee shall be responsible for the payment of all ordering and delivery expenses as set forth in Clause 4.11 ( Ordering and Delivery Expenses ).

5.1.4

Fees; Traffic Summonses; Penalties and Fines . With respect to any Lessee and the Lease Vehicles leased by such Lessee hereunder and notwithstanding the fact that the Lessor is the legal owner of any Dutch Vehicle, each Lessee shall be responsible for the payment of all registration fees, title fees, licence fees or other similar governmental fees and taxes, including Dutch motor vehicle tax ( motorrijtuigenbelasting en belasting zware motorrijtuigen ), Dutch car registration tax ( belasting personenauto’s en motorrijwielen ), all costs and expenses in connection with the transfer of title of, or reflection of the interest of any security holder in, any Lease Vehicle, traffic summonses, penalties, judgments and fines incurred with respect to any Lease Vehicle during the Vehicle Term for such Lease Vehicle or imposed during the Vehicle Term for such Lease Vehicle by any Governmental Authority with respect to such Lease Vehicles and any premiums relating to any of the Insurance Policies under Clause 5.1.2 ( Insurance ), in connection with such Lessee’s operation of such Lease Vehicles. The Lessor may, but is not required to, make any and all payments pursuant to this Clause 5.1.4 on behalf of such Lessee, provided that such Lessee will reimburse the Lessor in full for any and all payments made pursuant to this Clause 5.1.4.


5.1.5	Registration of Vehicles . Each Lessee and the Servicer shall, with respect to all Vehicles which are intended to be leased to the Lessees pursuant to the terms of this Agreement:


(i)	subject to paragraph (ii) below, procure that in respect of such Vehicles:


(a)	Dutch FleetCo is registered in the RTL Register;


(b)	Dutch OpCo or, following the events set out in paragraph (ii) below, Dutch FleetCo is registered in the RDW Register; and


(c)	Dutch FleetCo receives the ascription code ( tenaamstellingscode ) from the RDW required for a change in the registration in the RDW Register,

(and in each case arranging for the payment of all applicable registration costs to be for the account of the relevant Lessee pursuant to Clause 5.1.4 ( Fees; Traffic Summonses; Penalties and Fines );


(ii)	following effective delivery of a Dutch Acceleration Notice or, as the case may be, in the event that:


(a)	the registration of Dutch FleetCo in the RTL Register in respect of the Vehicles is terminated or, alternatively, any steps are taken or any request is made or proposal is made for the termination of the registration of Dutch FleetCo in the RTL Register in respect of the Vehicles;


(b)	the agreement with respect to the RTL Register between the RDW and Dutch FleetCo (the “ RTL Agreement ”) is terminated for whatever reason or steps are taken or a request is made or a proposal is made for termination of the RTL Agreement for whatever reason; or


(c)	Dutch FleetCo or the RDW fails to meet its obligations under the RTL Agreement with respect to the RTL Register between the RDW and Dutch FleetCo, including the payment of fees by Dutch FleetCo to the RDW,

procure that the Vehicles owned and/or purchased by Dutch FleetCo are registered in the name of Dutch FleetCo in the RDW Register and that the ascription codes ( tenaamstellingscodes ) which are in its possession are returned to Dutch FleetCo or such entity as Dutch FleetCo nominates (and in each case arranging for the payment of all applicable registration costs to be for the account of the Lessee pursuant to Clause 5.1.4 ( Fees; Traffic Summonses; Penalties and Fines ),

(iii)

if requested by the Lessor, co-operate in the registration of any other Person in the RDW Register and/or the RTL Register in respect of any Vehicle following the applicable Lease Expiration Date or following the Vehicle Lease Expiration Date except where such Vehicle has become a Casualty or an Ineligible Vehicle and title has been transferred to the relevant Lessee. If requested by the Lessor, Dutch OpCo shall provide to the Lessor a list of all Vehicles registered pursuant to this paragraph (iii) during the previous three calendar months (provided that the Lessor may only make a maximum of two such requests during the course of any calendar year); and


(iv)	provide a list of registered Vehicles to the Board of Directors upon the Board of Directors’ reasonable request, which shall be limited to a maximum of two requests per calendar year.

5.1.6

Licences, authorisations, consents and approvals . Each Lessee shall obtain and maintain for so long as it leases Lease Vehicles hereunder, all governmental licences, authorisations, consents and approvals required to carry on its business as now conducted and for the purposes of the transactions contemplated by this Agreement, except to the extent that the failure is not reasonably likely to result in a Material Adverse Effect.


5.1.7	Landlord’s lien. Each Lessee shall use reasonable efforts to discharge any lien or pledge created in favour of a vehicle garage which is in possession of any Lease Vehicle in relation to any maintenance work.


5.2	Vehicle Use


5.2.1	Each Lessee may use Lease Vehicles leased hereunder in connection with its car rental business, including use by such Lessee’s and its subsidiaries’ employees,

directors, officers, agents, representatives and other business associates in their personal or professional capacities, subject to Clause 6.2 ( Servicer Functions with Respect to Lease Vehicle Returns, Disposition and Invoicing ), Clause 8.6 ( Preservation of rights ) and Clause 9 ( Default and Remedies Therefor ) hereof and Clause 10.2 ( Rights of the Dutch Security Trustee upon Amortization Event or Certain Other Events of Default ) of the Dutch Facility Agreement. Each Lessee agrees to possess, operate and maintain each Lease Vehicle leased to it in a manner consistent with how such Lessee would possess, operate and maintain such Vehicle were such Lessee the beneficial owner of such Lease Vehicle.


5.2.2	In addition to the foregoing, each Lessee may sublet Lease Vehicles to any of:

(i)

any Person(s), so long as (i) the sublease of such Lease Vehicles satisfies the Non-Franchisee Third Party Sublease Contractual Criteria, (ii) the Lease Vehicles being subleased are being used in connection with such Person(s)’ business and (iii) the aggregate Net Book Value of the Lease Vehicles being subleased at any one time pursuant to this Clause 5.2.2(i) does not exceed 1 per cent of the aggregate Net Book Value of all Lease Vehicles being leased under this Agreement at such time;

(ii)

any franchisee of any Affiliate of any Lessee (and which franchisee, for the avoidance of doubt, may be an Affiliate of any Lessee), so long as (i) the sublease of such Lease Vehicles satisfies the Franchisee Sublease Contractual Criteria, (ii) such franchisee meets the normal credit and other approval criteria for franchises of such Affiliate and (iii) the aggregate Net Book Value of the Lease Vehicles being subleased pursuant to this Clause 5.2.2(ii) at any one time does not exceed 5 per cent of the aggregate Net Book Value of all Lease Vehicles being leased under this Agreement at such time;

(iii)


(a)	the registration of Dutch FleetCo in the RTL Register; and/or


(b)	the registration of Dutch OpCo or, following the events set out in paragraph 5.1.5(ii) of Clause 5.1.5 ( Registration of Vehicles ) above, Dutch FleetCo in the RDW Register,

and (iii) the aggregate Net Book Value of the Lease Vehicles being subleased at any one time pursuant to this Clause 5.2.2(iii) does not exceed 5 per cent. of the aggregate Net Book Value of all Lease Vehicles being leased under this Agreement; and


(iv)	any Affiliate of any Lessee located in a jurisdiction different to the jurisdiction where the Lessee is located, so long as (i) the sublease of such Lease Vehicles to such Affiliate states in writing that it is subject to the terms and conditions

of this Agreement and is subordinate in all respects to this Agreement, (ii) the Lease Vehicles being so subleased are being used in connection with such Affiliate’s business, including use by such Affiliate’s and its subsidiaries’ employees, directors, officers, agents, representatives and other business associates in their personal or professional capacities, provided that no amendments are made to:


(a)	the registration of Dutch FleetCo in the RTL Register; and/or


(b)	the registration of Dutch OpCo or, following the events set out in paragraph 5.1.5(ii) of Clause 5.1.5 ( Registration of Vehicles ) above, Dutch FleetCo in the RDW Register,

and (iii) the aggregate Net Book Value of the Lease Vehicles being subleased at any one time pursuant to this Clause 5.2.2(iv) does not exceed 1 per cent. of the aggregate Net Book Value of all Lease Vehicles being leased under this Agreement.

With respect to any Lease Vehicles subleased pursuant to this Clause 5.2.2 that meet the conditions of both the preceding paragraphs (i) and (ii), as of any date of determination, the Servicer will determine which such Lease Vehicles shall count towards the calculation of the percentage of aggregate Net Book Value in which of the preceding paragraph (i) or (ii) as of such date provided that, no such individual Lease Vehicle shall count towards the calculation of the percentage of aggregate Net Book Value with respect to both paragraphs (i) and (ii) as of such date.

On the first day of each calendar month, each Lessee shall deliver to the Servicer a list identifying each Lease Vehicle subleased by such Lessee pursuant to the preceding paragraph (i) or (ii) and the sublessee of each such Lease Vehicle, in each case, as of the last day of the immediately preceding calendar month, each of which deliveries may be satisfied by the applicable Lessee posting such list to a password-protected website made available to the Servicer or by any other reasonable means of electronic transmission (including by email, file transfer protocol or otherwise) and may be so delivered directly by the applicable Lessee or on its behalf by any agent or designee of such Lessee.

On the first day of each calendar month, each Lessee shall deliver to the Servicer a list identifying each Lease Vehicle subleased by such Lessee pursuant to the preceding paragraphs (iii) and (iv) and the sublessee of each such Lease Vehicle, in each case, as of the last day of the immediately preceding calendar month, each of which deliveries will be satisfied by the Servicer having actual knowledge of each such subleased Lease Vehicle and the related sublessee to whom such Lease Vehicle was then being subleased.

The sublease of any Lease Vehicles permitted by this Clause 5 ( Vehicle Operational Covenants ) shall not release any Lessee from any obligations under this Agreement.


5.3	Non-Disturbance

Returns, Disposition and Invoicing ), Clause 8.6 ( Preservation of rights ) and Clause 9 ( Default and Remedies Therefor ) hereof and except that the Lessor and the Dutch Security Trustee each retain the right, but not the duty, to inspect the Lease Vehicles leased by such Lessee without disturbing such Lessee’s business.


5.4	Manufacturer’s Warranties

If a Lease Vehicle is covered by a Manufacturer’s warranty, the Lessee, during the Vehicle Term for such Lease Vehicle, shall have the right to make any claims under such warranty that the Lessor could make.


5.5	Program Vehicle Condition Notices

Upon the occurrence of any event or condition with respect to any Lease Vehicle that is then designated as a Program Vehicle that would reasonably be expected to result in a redesignation of such Lease Vehicle pursuant to Clause 2.5.1(ii) ( Mandatory Program Vehicle to Non-Program Vehicle Redesignations ), the Lessee of such Lease Vehicle shall notify the Lessor and the Servicer of such event or condition in the normal course of operations.


6	Servicer Functions and Compensation


6.1	Servicer Appointment

Dutch FleetCo has appointed the Servicer in accordance with this Agreement to provide the services in accordance with the terms of this Agreement and the Servicer has accepted such appointment. In connection with the rights, powers and discretions conferred on the Servicer under this Agreement, the Servicer shall have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary in relation to the exercise of such rights, powers and discretions in respect of the performance of the relevant services.


6.2	Servicer Functions with Respect to Lease Vehicle Returns, Disposition and Invoicing

6.2.1

With respect to any Lease Vehicle returned by any Lessee pursuant to Clause 2.4 ( Return ), the Servicer shall direct such Lessee as to the return location with respect to such Lease Vehicle. The Servicer shall act as the Lessor’s agent in returning or otherwise disposing of each Lease Vehicle on the Vehicle Lease Expiration Date with respect to such Lease Vehicle, in each case in accordance with the Servicing Standard.

6.2.2

Upon the Servicer’s receipt of any Program Vehicle returned by any Lessee pursuant to Clause 2.4 ( Return ), the Servicer shall return such Program Vehicle to the nearest related Manufacturer’s designated return facility or official auction or other facility designated by such Manufacturer at the sole expense of the Lessee thereof unless paid or payable by the Manufacturer thereof in accordance with the terms of the related Manufacturer Program.


6.2.3	With respect to any Lease Vehicle that (i) is a Non-Program Vehicle and is returned to or at the direction of the Servicer pursuant to Clause 2.4 ( Return ) or (ii) becomes a Rejected Vehicle, the Servicer shall arrange for the disposition of such Lease Vehicle in accordance with the Servicing Standard.

6.2.4

In connection with the disposition of any Lease Vehicle that is a Program Vehicle, the Servicer shall comply with the Servicing Standard in connection with, among other things, the delivery of any documents of transfer signed as necessary, signed condition reports and signed odometer statements to be submitted with such Program Vehicles returned to a Manufacturer pursuant to Clause 2.4 ( Return ) and accepted by or on behalf of the Manufacturer at the time of such Program Vehicle’s return.

6.2.5

With respect to each Payment Date, each Lessee and the Lease Vehicles leased by each such Lessee hereunder, the Servicer shall calculate all Depreciation Charges, Rent, Casualty Payment Amounts, Program Vehicle Special Default Payment Amounts, Non-Program Vehicle Special Default Payment Amounts, Early Program Return Payment Amounts, Redesignation to Non-Program Amounts, Redesignation to Program Amounts, Program Vehicle Depreciation Assumption True-Up Amounts, Pre-VLCD Program Vehicle Depreciation Amounts, Assumed Remaining Holding Periods, Capitalized Costs, Accumulated Depreciation and Net Book Values. With respect to each Payment Date, the Servicer shall aggregate each Lessee’s Rent due on all Lease Vehicles leased by such Lessee, together with any other amounts due to the Lessor from such Lessee and any credits owing to such Lessee, and provide to the Lessor and such Lessee a monthly statement of the total amount, in a form reasonably acceptable to the Lessor, no later than the Determination Date with respect to such Payment Date.


6.2.6	Upon the occurrence of a Liquidation Event, the Servicer shall dispose of any Lease Vehicles in accordance with the instructions of the Lessor or the Dutch Security Trustee. To the extent the Servicer fails to so dispose of any such Lease Vehicles, the Lessor and the Dutch Security Trustee shall have the right to otherwise dispose of such Lease Vehicles.


6.2.7	In each case, in accordance with the Servicing Standard, the Servicer shall:


(i)	designate (or redesignate, as the case may be) Dutch Vehicles on its computer systems as being leased hereunder;


(ii)	direct payments due in connection with the Manufacturer Programs with respect to Program Vehicles to be deposited directly into the Dutch Collection Account;

(iii)

deposit: (A) all sale proceeds received by the Servicer from sales of Dutch Vehicles to third parties (other than in connection with any related Manufacturer Program); and (B) if a Dutch Leasing Company Amortization Event with respect to Dutch FleetCo has occurred and is continuing, insurance proceeds and warranty payments in respect of such Dutch Vehicles received directly by the Servicer or the Lessor (as the case may be), in each case into the Dutch Collection Account within two Business Days of receipt by the Servicer;


(iv)	furnish the Servicer Report as provided in Clause 6.8 ( Servicer Records and Servicer Reports );


(v)	subject to Clause 2.5.1 ( Mandatory Program Vehicle to Non-Program Vehicle Redesignation ), comply with any obligation to return vehicles to the Manufacturer in accordance with the relevant Manufacturer Program; and


(vi)	otherwise administer and service the Lease Vehicles.

6.2.8

The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder (including, without limitation, the related Sub-Servicers, if any, applied pursuant to Clause 6.7 ( Sub-Servicers ) below) to do any and all things in connection with its servicing and administration duties that it may deem necessary or desirable to accomplish such servicing and administration duties and that does not materially adversely affect the interests of the Lessor or the Noteholders. Any permissive right of the Servicer contained in this Agreement shall not be construed as a duty.


6.3	Required Contractual Criteria

The Servicer shall, prior to the expiry of a Vehicle Purchasing Agreement to which Dutch FleetCo is a party, commence negotiations with the relevant Manufacturers and Dealers on behalf of Dutch FleetCo to renew such Vehicle Purchasing Agreement (where a renewal of the Vehicle Purchasing Agreement is sought) and in circumstances where entry into a Vehicle Purchasing Agreement with a new Manufacturer or Dealer is sought (subject to the conditions below), the Servicer shall negotiate the terms of such new Vehicle Purchasing Agreement on behalf of Dutch FleetCo, including, without limitation, the Required Contractual Criteria (or seeking a waiver from the Dutch Security Trustee in relation to any deviations from the Required Contractual Criteria, provided that the Dutch Security Trustee shall not under any circumstance grant a waiver in respect of a deviation from the substance of paragraphs 1.5 and 1.6 of the Required Contractual Criteria). The Dutch Security Trustee shall grant a waiver in respect of any deviation from paragraph 1.3 of the Required Contractual Criteria such that the bonus payments or other amounts described in paragraph 1.3 of the Required Contractual Criteria are to be payable to or for the account of Dutch FleetCo, provided that each of the following requirements is met:


6.3.1	it receives the approval of the Dutch Security Trustee acting at the written direction of the Issuer Security Trustee, itself acting at the written direction of the Required Noteholders; and


6.3.2	subject to usual qualifications or reservations, the Servicer provides the Dutch Security Trustee with satisfactory legal, taxation and accounting reports or opinions establishing that the deviation will not affect the insolvency remoteness of Dutch FleetCo nor materially increase the tax liability of Dutch FleetCo.


6.4	Servicing Standard and Data Protection

In addition to the duties enumerated in Clause 6.2 ( Servicer Functions with Respect to Lease Vehicle Returns, Disposition and Invoicing ) and 6.3 ( Required Contractual Criteria ), the Servicer agrees to perform each of its obligations hereunder in accordance with the Servicing Standard, unless otherwise stated.

In addition, where necessary to enable the Servicer to deliver the services hereunder, for such purposes the Lessor authorises the Servicer to process personal data on behalf of the Lessor in accordance with this Clause 6.4. When the Servicer processes such personal data, the Servicer shall take appropriate technical and organisational measures designed to protect against unauthorised or unlawful processing or personal data and against accidental loss or destruction of, or damage to, personal data. In particular, the Servicer shall process personal

data only for the purposes contemplated by this Agreement and shall act only on the instructions of the Lessor (given for such purposes) and shall comply at all times with the principles and provisions set out in the General Data Protection Regulation (EU) 2016/679 (and any subsequent amendments thereto) as if applicable to the Servicer directly and any other applicable laws. The Servicer shall answer the reasonable enquiries of the Lessor to enable the Lessor to monitor the Servicer’s compliance with this Clause 6.4 and the Servicer shall not sub-contract its processing of personal data without the prior written consent of the Lessor.


6.5	Servicer Acknowledgment

The parties to this Agreement acknowledge and agree that Hertz Automobielen Nederland B.V. acts as Servicer of the Lessor pursuant to this Agreement, and, in such capacity, as the agent of the Lessor, for the purposes of performing certain duties of the Lessor under this Agreement and the Dutch Related Documents.


6.6	Servicer’s Monthly Fee

6.6.1

As compensation for the Servicer’s performance of its duties, the Lessor shall pay to or at the direction of the Servicer on each Payment Date (i) a fee (the “ Dutch Monthly Servicing Fee ”) equal to one-twelfth of the Dutch Servicing Fee and (ii) the reasonable costs and expenses of the Servicer incurred by it during the Related Month as a result of arranging for the sale of Lease Vehicles returned to the Lessor in accordance with Clause 2.4.1 ( Lessee Right to Return ), provided, however, that such costs and expenses shall only be payable to or at the direction of the Servicer to the extent of any excess of the sale price received by or on behalf of the Lessor for any such Lease Vehicle over the Net Book Value thereof.

6.6.2

All payments required to be made by any party under this Agreement shall be calculated without reference to any set-off or counterclaim and shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim, except that (i) any fees and expenses or other amounts due and payable by the Lessor to the Servicer shall be set off against (ii) any amount owed by the Servicer in such capacity (or as Lessee) to the Lessor at such time under this Agreement.


6.7	Sub-Servicers


6.7.1	the Servicer shall maintain up-to-date records of the Servicer’s obligations as Servicer which have been delegated to any Sub-Servicer, and such records shall contain the name and contact information of the Sub-Servicer;


6.7.2	in delegating any of its obligations as Servicer to a Sub-Servicer, the Servicer shall act as principal and not as an agent of the Lessor and shall use reasonable skill and care in choosing a Sub-Servicer;


6.7.3	the Servicer shall not be released or discharged from any liability under this Agreement, and no liability shall be diminished, and the Servicer shall remain primarily liable for the performance of all of the obligations of the Servicer under this Agreement;


6.7.4	the performance or non-performance and the manner of performance by any Sub-Servicer of any of the obligations of the Servicer as Servicer shall not affect the Servicer’s obligations under this Agreement;


6.7.5	any breach in the performance of the Servicer’s obligations as Servicer by a Sub-Servicer shall be treated as a breach of this Agreement by the Servicer, subject to the Servicer being entitled to remedy such breach for a period of 14 Business Days of the earlier of:


(i)	the Servicer becoming aware of the breach; and


(ii)	receipt by the Servicer of written notice from the Lessor or the Dutch Security Trustee requiring the same to be remedied; and


6.7.6	neither the Lessor nor the Dutch Security Trustee shall have any liability for any act or omission of any Sub-Servicer and shall have no responsibility for monitoring or investigating the suitability of any Sub-Servicer.


6.8	Servicer Records and Servicer Reports


6.8.1	On each Business Day commencing on the date hereof, the Servicer shall prepare and maintain electronic records (such records, as updated each Business Day, the “ Servicer Records ”), showing each Lease Vehicle by the VIN with respect to such Lease Vehicle.

6.8.2

On the date hereof, the Servicer shall deliver or cause to be delivered to the Issuer Security Trustee and the Dutch Security Trustee the Servicer Records as of such date, which delivery may be satisfied by the Servicer posting, or causing to be posted, such Servicer Records to a password-protected website made available to the Dutch Security Trustee and the Lessor or by any other reasonable means of electronic transmission (including, without limitation, e-mail, file transfer protocol or otherwise).

6.8.3

On each Business Day following the date hereof, the Servicer shall deliver or cause to be delivered to the Dutch Security Trustee a schedule listing all changes to the Servicer Records in respect of the foregoing Clauses 6.8.1 and 6.8.2 since the preceding Business Day (such schedule as delivered each Business Day, a “ Servicer Report ”), which delivery may be satisfied by the Servicer posting, or causing to be posted, such Servicer Report to a password-protected website made available to the Dutch Security Trustee and the Lessor or by any other reasonable means of electronic transmission (including, without limitation, email, file transfer protocol or otherwise).


6.9	Powers of Attorney

The Lessor shall from time to time, upon receipt of request by the Servicer, promptly give to the Servicer any powers of attorney or other written authorisations or mandates and instruments as are reasonably necessary to enable the Servicer to perform its obligations under this Agreement, provided that any such powers of attorney or other written authorisations or mandates or instruments must be strictly limited to specific matters. Such powers of attorney shall cease to have effect when the Servicer ceases to act as servicer under this Agreement or when the Lessor terminates such power of attorney.


6.10	Servicer’s Agency Limited

The Servicer shall have no authority by virtue of this Agreement to act for or represent Dutch FleetCo as agent or otherwise, save in respect of those functions and duties which it is expressly authorised to perform and discharge by this Agreement and for the period during which this Agreement so authorises it to perform and discharge those functions and duties.


6.11	Resignation of Servicer

The Servicer may, by giving not less than 14 days’ written notice to Dutch FleetCo and the Dutch Security Trustee, resign as Servicer, provided that, other than where all amounts due and payable under the Dutch Facility Agreement are being repaid in full, a replacement Servicer satisfactory to Dutch FleetCo and the Dutch Security Trustee has been or will, simultaneously with the termination of the Servicer’s appointment under this Agreement, be appointed (it being understood that it is Dutch FleetCo’s obligation and not the Dutch Security Trustee’s obligation to negotiate and make such appointment).


7	Certain Representations and Warranties

Dutch OpCo, as Lessee, represents and warrants to the Lessor and the Dutch Security Trustee that as of the Closing Date, and as of each Vehicle Lease Commencement Date, and each Additional Lessee represents and warrants to the Lessor and the Dutch Security Trustee that as of the Joinder Date with respect to such Additional Lessee, and as of each Vehicle Lease Commencement Date applicable to such Additional Lessee occurring on or after such Joinder Date:


7.1	Organisation; Power; Qualification

Such Lessee has been duly incorporated and is validly existing as a limited liability company under the laws of The Netherlands, with corporate power under the laws of the Netherlands to execute and deliver this Agreement and the other Related Documents to which it is a party and to perform its obligations hereunder and thereunder.


7.2	Authorisation; Enforceability

Each of this Agreement and the other Related Documents to which it is a party has been duly authorised, executed and delivered on behalf of such Lessee and, assuming due authorisation, execution and delivery by the other parties hereto or thereto, is a valid and legally binding agreement of such Lessee enforceable against such Lessee in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganisation, moratorium and other similar laws affecting creditors’ rights generally).


7.3	Compliance

The execution, delivery and performance by such Lessee of this Agreement and the Dutch Related Documents to which it is a party will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security, charge or encumbrance upon any of the property or assets of such Lessee other than Security arising under the Dutch Related Documents pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or other similar agreement or instrument under which such Lessee is a debtor or guarantor (except to the extent that such conflict, breach, creation or imposition is not reasonably likely

to have a Lease Material Adverse Effect) nor will such action result in a violation of any provision of applicable law or regulation (except to the extent that such violation is not reasonably likely to result in a Lease Material Adverse Effect) or of the provisions of the Lessee’s articles of association.


7.4	Governmental Approvals

There is no consent, approval, authorisation, order, registration or qualification of or with any Governmental Authority having jurisdiction over such Lessee which is required for the execution, delivery and performance of this Agreement or the Dutch Related Documents (other than such consents, approvals, authorisations, orders, registrations or qualifications as have been obtained or made), except to the extent that the failure to so obtain or effect any such consent, approval, authorisation, order, registration or qualification is not reasonably likely to result in a Lease Material Adverse Effect.


7.5	[Reserved]


7.6	[Reserved]


7.7	Dutch Supplemental Documents True and Correct

All information contained in any material Dutch Supplemental Document that has been submitted, or that may hereafter be submitted, by such Lessee to the Lessor is, or will be, true, correct and complete in all material respects.


7.8	[Reserved]


7.9	[Reserved]


7.10	Eligible Vehicles


8	Certain Affirmative Covenants

Until the expiration or termination of this Agreement, and thereafter until the obligations of each Lessee under this Agreement and the Dutch Related Documents are satisfied in full, each Lessee covenants and agrees that, unless at any time the Lessor and the Dutch Security Trustee shall otherwise expressly consent in writing, it will:


8.1	Corporate Existence; Foreign Qualification

Do and cause to be done at all times all things necessary to: (i) maintain and preserve its limited liability existence; and (ii) comply with all Contractual Obligations and Requirements of Law binding upon it, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to result in a Lease Material Adverse Effect.


8.2	Books, Records, Inspections and Access to Information


8.2.1	Maintain complete and accurate books and records with respect to the Lease Vehicles leased by it under this Agreement and the other Dutch Collateral;

8.2.2

at any time and from time to time during regular business hours, upon reasonable prior notice from the Lessor, the Dutch Security Trustee or the Issuer Security Trustee (acting upon the instructions of the Required Noteholders), permit the Lessor or the Dutch Security Trustee (or such other Person who may be designated from time to time by the Lessor or the Dutch Security Trustee) to examine and make copies of such books, records and documents in the possession or under the control of such Lessee relating to the Lease Vehicles leased by it under this Agreement and the other Dutch Collateral;

8.2.3

permit any of the Lessor, the Dutch Security Trustee or the Issuer Security Trustee (acting upon the instructions of the Required Noteholders) (or such other Person who may be designated from time to time by any of the Lessor, the Dutch Security Trustee or the Issuer Security Trustee) to visit the office and properties of such Lessee for the purpose of examining such materials, and to discuss matters relating to the Lease Vehicles leased by such Lessee under this Agreement with such Lessee’s independent public accountants or with any of the Authorized Officers of such Lessee having knowledge of such matters, all at such reasonable times and as often as the Lessor, the Dutch Security Trustee or the Issuer Security Trustee may reasonably request;

8.2.4

upon the request of the Lessor, the Dutch Security Trustee or the Issuer Security Trustee (acting upon the instructions of the Required Noteholders) from time to time, make reasonable efforts (but not disrupt the ongoing normal course rental of Lease Vehicles to customers) to confirm to the Lessor, the Dutch Security Trustee and/or the Issuer Security Trustee the location and mileage (as recorded in the Servicer’s computer systems) of each Lease Vehicle leased by such Lessee hereunder and to make available for the Lessor’s, the Dutch Security Trustee’s and/or the Issuer Security Trustee’s inspection within a reasonable time period such Lease Vehicle at the location where such Lease Vehicle is then domiciled; and

8.2.5

during normal business hours and with prior notice of at least three Business Days, make its records pertaining to the Lease Vehicles leased by such Lessee hereunder available to the Lessor, the Dutch Security Trustee or the Issuer Security Trustee (acting upon the instructions of the Required Noteholders) for inspection at the location or locations where such Lessee’s records are normally domiciled,

provided that, in each case, the Lessor agrees that it will not disclose any information obtained pursuant to this Clause 8.2 that is not otherwise publicly available without the prior approval of such Lessee, except that the Lessor may disclose such information (x) to its officers, employees, attorneys and advisers, in each case on a confidential and need-to-know basis, and (y) as required by applicable law or compulsory legal process.


8.3	[Reserved]


8.4	Merger


8.5	Reporting Requirements

Furnish, or cause to be furnished to the Lessor and the Dutch Security Trustee:


8.5.1	no later than the prescribed statutory deadline required by its articles of association and in any event by no later than six months after the end of each financial year, its audited Annual Financial Statements together with the related auditors’ report(s);


8.5.2	promptly after becoming aware thereof, (a) notice of the occurrence of any Potential Lease Event of Default or Lease Event of Default, together with a written statement of an Authorized Officer of such Lessee describing such event and the action that such Lessee proposes to take with respect thereto, and (b) notice of any Amortization Event.

The financial data that shall be delivered to the Lessor and the Dutch Security Trustee pursuant to this Clause 8.5 shall be prepared in conformity with GAAP.

Documents, reports, notices or other information required to be furnished or delivered pursuant to this Clause 8.5 may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which any Lessee posts such documents, or provides a link thereto on Dutch OpCo’s or any Parent’s website (or such other website address as any Lessee may specify by written notice to the Lessor and the Dutch Security Trustee from time to time) or (ii) on which such documents are posted on Dutch OpCo’s or any Parent’s behalf on an internet or intranet website to which the Lessor and the Dutch Security Trustee have access (whether a commercial, government or third-party website or whether sponsored by or on behalf of the Dutch Security Trustee).


8.6	Preservation of Rights

Preserve and/or exercise and/or enforce its rights and/or shall procure that the same are preserved, exercised or enforced on its behalf (including by the Dutch Security Trustee) in respect of the Dutch Vehicles, including, but not limited to, promptly notifying any Insolvency Official of a Manufacturer or Dealer of any retention of title existing in respect of one or more Dutch Vehicles in favour of the Lessor.


9	Default and Remedies Therefor


9.1	Events of Default

Any one or more of the following will constitute an event of default (a “ Lease Event of Default ”) as that term is used herein:


9.1.1	there occurs a default in the payment of any Rent or other amount payable by any Lessee under this Agreement that continues for a period of five consecutive Business Days;


9.1.2	any unauthorised assignment or transfer of this Agreement by any Lessee occurs;


9.1.3	the failure of any Lessee to observe or perform any other covenant, condition, agreement or provision hereof, including, but not limited to, usage, and maintenance that in any such case has a Lease Material Adverse Effect, and such default continues for more than 30 consecutive days after the earlier of the date written notice thereof

is delivered by the Lessor or the Dutch Security Trustee to such Lessee or the date an Authorized Officer of such Lessee obtains actual knowledge thereof;

9.1.4

if (i) any representation or warranty made by any Lessee herein is inaccurate or incorrect or is breached or is false or misleading as of the date of the making thereof or any schedule, certificate, financial statement, report, notice or other writing furnished by or on behalf of any Lessee to the Lessor or the Dutch Security Trustee is false or misleading on the date as of which the facts therein set forth are stated or certified, (ii) such inaccuracy, breach or falsehood has a Lease Material Adverse Effect with respect to the Lessor, and (iii) the circumstance or condition in respect of which such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading, as the case may be, shall not have been eliminated or otherwise cured for 30 consecutive days after the earlier of (x) the date of the receipt of written notice thereof from the Lessor or the Dutch Security Trustee to the applicable Lessee and (y) the date an Authorized Officer of the applicable Lessee learns of such circumstance or condition;


9.1.5	an Event of Bankruptcy occurs with respect to Hertz or with respect to any Lessee;

9.1.6

this Agreement or any portion thereof ceases to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Dutch Related Documents) or a proceeding shall be commenced by any Lessee to establish the invalidity or unenforceability of this Agreement, in each case other than with respect to any Lessee that at such time is not leasing any Lease Vehicles hereunder;


9.1.7	a Servicer Default occurs; or


9.1.8	a Liquidation Event occurs.


9.2	Effect of Lease Event of Default

If any Lease Event of Default set forth in Clause 9.1.1, 9.1.2, 9.1.5, 9.1.6 or 9.1.8 ( Events of Default ) shall occur and be continuing, the Lessee’s right of possession with respect to any Lease Vehicles leased hereunder shall be subject to the Lessor’s option to terminate such right as set forth in Clause 9.3 ( Rights of Lessor Upon Lease Event of Default ) and 9.4 ( Liquidation Event and Non-Performance of Certain Covenants ).


9.3	Rights of Lessor Upon Lease Event of Default


9.3.1	If a Lease Event of Default shall occur and be continuing, then the Lessor may proceed by appropriate court action or actions available to it under Dutch law to enforce performance by any Lessee of the applicable covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Clause 9.5 ( Measure of Damages ).

9.3.2

If any Lease Event of Default set forth in Clause 9.1.1, 9.1.2, 9.1.5, 9.1.6 or 9.1.8 (Events of Default ) shall occur and be continuing, then (i) the Lessor shall have the right to serve notice on the other parties hereto, a “ Master Lease Termination Notice ”, and following service of such notice shall have the right (a) to terminate any Lessee’s rights of use and possession hereunder of all or a portion of the Lease Vehicles leased hereunder by such Lessee, (b) to take possession of all or a portion of the Lease Vehicles leased by any Lessee hereunder, (c) to peaceably enter upon the premises of any Lessee or other premises where Lease Vehicles may be located and take possession of all or a portion of the Lease Vehicles and thenceforth hold, possess and enjoy the same free from any right of any Lessee, or its successors or assigns, and to use such Lease Vehicles for any purpose whatsoever and (d) to direct delivery by the Servicer of the ascription codes ( tenaamstellingscode ) for all or a portion of the Lease Vehicles and (ii) the Lessees, at the request of the Lessor or the Dutch Security Trustee acting on the Instructions of the Required Noteholders, shall return or cause to be returned all Lease Vehicles to the Lessor or the Dutch Security Trustee, as the case may be.

9.3.3

Each and every power and remedy hereby specifically given to the Lessor will be in addition to every other power and remedy hereby specifically given or now or hereafter available to it under Dutch law and each and every power and remedy may be exercised from time to time and simultaneously and as often and in such order as may be deemed expedient by the Lessor, provided, however, that the measure of damages recoverable against such Lessee will in any case be calculated in accordance with Clause 9.5 ( Measure of Damages ). All such powers and remedies will be cumulative, and the exercise of one will not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Lessor in the exercise of any such power or remedy and no renewal or extension of any payments due hereunder will impair any such power or remedy or will be construed to be a waiver of any default or any acquiescence therein, 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. Any extension of time for payment hereunder or other indulgence duly granted to any Lessee will not otherwise alter or affect the Lessor’s rights or the obligations hereunder of such Lessee. The Lessor’s acceptance of any payment after it will have become due hereunder will not be deemed to alter or affect the Lessor’s rights hereunder with respect to any subsequent payments or defaults therein.


9.4	Liquidation Event and Non-Performance of Certain Covenants

9.4.1

If a Liquidation Event shall have occurred and be continuing, the Dutch Security Trustee and the Issuer Security Trustee shall have the rights against each Lessee and the Dutch Collateral provided in the Dutch Security Trust Deed and Issuer Security Trust Deed, upon a Liquidation Event, including, in each case, the right to serve a Master Lease Termination Notice on the other parties hereto, following service of such notice shall have the right (i) to terminate any Lessee’s rights of possession hereunder of all or a portion of the Lease Vehicles leased hereunder by such Lessee, (ii) to take possession of all or a portion of the Lease Vehicles leased by any Lessee hereunder, (iii) to peaceably enter upon the premises of any Lessee or other premises where Lease Vehicles may be located and take possession of all or a portion of the Lease

Vehicles and thenceforth hold, possess and enjoy the same free from any right of any Lessee, or its successors or assigns, and to use such Lease Vehicles for any purpose whatsoever and (iv) to direct delivery by the Servicer of the ascription codes ( tenaamstellingscode ) for all or a portion of the Lease Vehicles.

9.4.2


9.4.3	Notwithstanding the exercise of any rights or remedies pursuant to this Clause 9.4, the Lessor will, nevertheless, have a right to recover from such Lessee any and all amounts (for the avoidance of doubt, as limited by Clause 9.5 ( Measure of Damages )) as may be then due.

9.4.4

In addition, following the occurrence of a Liquidation Event, the Lessor shall have all of the rights, remedies, powers, privileges and claims vis-a-vis each Lessee, necessary or desirable to allow the Dutch Security Trustee to exercise the rights, remedies, powers, privileges and claims given to the Dutch Security Trustee pursuant to Clause 10.2 ( Rights of the Dutch Security Trustee upon Amortization Event or Certain Other Events of Default ) of the Dutch Facility Agreement, and each Lessee acknowledges that it has hereby granted to the Lessor all such rights, remedies, powers, privileges and claims granted by the Lessor to the Dutch Security Trustee pursuant to clause 10 of the Dutch Facility Agreement and that the Dutch Security Trustee may act in lieu of the Lessor in the exercise of all such rights, remedies, powers, privileges and claims.

9.4.5

The Dutch Security Trustee may only take possession of, or exercise any of the rights or remedies specified in this Agreement with respect to, such number of Lease Vehicles necessary to generate disposition proceeds in an aggregate amount sufficient to pay each Dutch Note with respect to which a Liquidation Event is then continuing as set forth in the Issuer Facility Agreement, taking into account the receipt of proceeds of all other vehicles being disposed of that have been pledged to secure such Dutch Note.


9.5	Measure of Damages

If a Lease Event of Default or Liquidation Event occurs and the Lessor or the Dutch Security Trustee exercises the remedies granted to the Lessor or the Dutch Security Trustee under Clause 8.6 ( Preservation of rights ), this Clause 9 ( Default and Remedies Therefor ) or Clause 10.2 of the Dutch Facility Agreement, the amount that the Lessor shall be permitted to recover from any Lessee as payment shall be equal to:


9.5.1	all Rent for each Lease Vehicle leased by such Lessee hereunder to the extent accrued and unpaid as of the earlier of the date of the return to the Lessor of such Lease Vehicle or disposition by the Servicer of such Lease Vehicle in accordance with the terms of this Agreement and all other payments payable under this Agreement by such Lessee, accrued and unpaid as of such date; plus

9.5.2

any reasonable out-of-pocket damages and expenses, including reasonable attorneys’ fees and expenses that the Lessor or the Dutch Security Trustee will have sustained by reason of such a Lease Event of Default or Liquidation Event, together with reasonable sums for such attorneys’ fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Lease Vehicles leased by such Lessee hereunder or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection, in each case to the extent reasonably attributable to such Lessee; plus

9.5.3

interest from time to time on amounts due from such Lessee and unpaid under this Agreement at EURIBOR plus 1.0 per cent computed from the date of such a Lease Event of Default or Liquidation Event or the date payments were originally due to the Lessor by such Lessee under this Agreement or from the date of each expenditure by the Lessor or the Dutch Security Trustee, as applicable, that is recoverable from such Lessee pursuant to this Clause 9 ( Default and Remedies Therefor ), as applicable, to and including the date payments are made by such Lessee.


9.6	Servicer Default

Any of the following events will constitute a default of the Servicer (a “ Servicer Default ”) as that term is used herein:

9.6.1

the failure of the Servicer to comply with or perform any provision of this Agreement or any other Related Document that has a Lease Material Adverse Effect with respect to the Servicer, the Lessor or any Lessee, and such default continues for more than 30 consecutive days after the earlier of the date written notice is delivered by the Lessor or the Dutch Security Trustee to the Servicer or the date an Authorized Officer of the Servicer obtains actual knowledge thereof;


9.6.2	an Event of Bankruptcy occurs with respect to the Servicer;

9.6.3

the failure of the Servicer to make any payment when due from it hereunder or under any of the other Dutch Related Documents or to deposit any Dutch Collections received by it into the Dutch Transaction Account when required under the Dutch Related Documents and, in each case, such failure continues for five consecutive Business Days after the earlier of (a) the date written notice is delivered by the Lessor or the Dutch Security Trustee to the Servicer or (b) the date an Authorized Officer of the Servicer obtains actual knowledge thereof, except to the extent that failure to remain in such compliance would not reasonably be expected to result in a Lease Material Adverse Effect with respect to the Lessor; or

9.6.4

if (I) any representation or warranty made by the Servicer relating to the Dutch Collateral in any Dutch Related Document is inaccurate or incorrect or is breached or is false or misleading as of the date of the making thereof or any schedule, certificate, financial statement, report, notice or other writing relating to the Dutch Collateral furnished by or on behalf of the Servicer to the Lessor or the Dutch Security Trustee pursuant to any Dutch Related Document is false or misleading on the date as of which the facts therein set forth are stated or certified, (II) such inaccuracy, breach or falsehood has a Lease Material Adverse Effect with respect to the Lessor, and (III) the circumstance or condition in respect of which such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading, as the case may be,

shall not have been eliminated or otherwise cured for at least 30 consecutive days after the earlier of (x) the date of the receipt of written notice thereof from the Lessor or the Dutch Security Trustee to the Servicer and (y) the date an Authorized Officer of the Servicer obtains actual knowledge of such circumstance or condition.

In the event of a Servicer Default, the Lessor or the Dutch Security Trustee, in each case acting pursuant to Clause 9.23(d) ( Servicer Default ) of the Dutch Facility Agreement, shall have the right to replace the Servicer as servicer.


9.7	Application of Proceeds

The proceeds of any sale or other disposition pursuant to Clause 9.2 ( Effect of Lease Event of Default ) or Clause 9.3 ( Rights of Lessor Upon Lease Event of Default ) shall be applied by the Lessor in accordance with the terms of the Dutch Related Documents.


10	Certification of Trade or Business Use

Each Lessee hereby warrants and certifies that it intends to use the Lease Vehicles that are subject to this Agreement in connection with its trade or business.


11	[Reserved]


12	Additional Lessees

Subject to the prior consent of Dutch FleetCo (such consent not to be unreasonably withheld or delayed) any Affiliate of Dutch OpCo that was incorporated under the laws of The Netherlands (each a “ Permitted Lessee ”) shall have the right to become a Lessee under and pursuant to the terms of this Agreement by complying with the provisions of this Clause 12 provided that the Lessor shall provide its consent to such Permitted Lessee becoming a Lessee pursuant to the terms of this Clause 12 provided further that (i) the Lessor may not unreasonably withhold or delay the giving of such consent and (ii) the Lessor shall be deemed to have given such consent if it fails to give written notification of its refusal to provide such consent within five Business Days of any request for such consent from Dutch OpCo or any other Party). If a Permitted Lessee desires to become a Lessee under this Agreement, then such Permitted Lessee shall execute (if appropriate) and deliver to the Lessor and the Dutch Security Trustee:


12.1	a Joinder in Lease Agreement substantially in the form attached hereto as Annex A (each an “ Affiliate Joinder in Lease ”);


12.2	the articles of association for such Permitted Lessee, together with a recent extract from the Trade Register of the Dutch Chamber of Commerce relating to such Permitted Lessee, duly certified by an Authorized Officer of such Permitted Lessee;


12.3	copies of resolutions of the Board of Directors or other authorising action of such Permitted Lessee authorising or ratifying the execution, delivery and performance, respectively, of those

documents and matters required of it with respect to this Agreement, duly certified by an Authorized Officer of such Permitted Lessee;


12.4	a certificate of an Authorized Officer of such Permitted Lessee certifying the names of the individual or individuals authorised to sign the Affiliate Joinder in Lease and any other Related Documents to be executed by it, together with samples of the true signatures of each such individual;

12.5

an Officer’s Certificate stating that such joinder by such Permitted Lessee complies with this Clause 12 and an opinion of counsel, which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without limitation any insolvency laws, stating that (a) all conditions precedent set forth in this Clause 12 relating to such joinder by such Permitted Lessee have been complied with and (b) upon the due authorisation, execution and delivery of such Affiliate Joinder in Lease by the parties thereto, such Affiliate Joinder in Lease will be enforceable against such Permitted Lessee; and


12.6	any additional documentation that the Lessor or the Dutch Security Trustee may reasonably require to evidence the assumption by such Permitted Lessee of the obligations and liabilities set forth in this Agreement.

Upon satisfaction of the foregoing conditions and receipt by such Permitted Lessee of the applicable Affiliate Joinder in Lease executed by the Lessor and provided that each Committed Note Purchaser and Conduit Investor has provided prior written consent to such Permitted Lessee becoming a Lessee hereunder, such Permitted Lessee shall for all purposes be deemed to be a Lessee for the purposes of this Agreement and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder.


13	Value Added Tax and Stamp Taxes


13.1	Sums Payable Exclusive of VAT

All sums or other consideration set out in this Agreement or otherwise payable or provided by any party to any other party pursuant to this Agreement shall be deemed to be exclusive of any VAT which is or becomes chargeable (if any) on any supply or supplies for which sums or other consideration (or any part thereof) are the whole or part of the consideration for VAT purposes.


13.2	Payment of Amounts in Respect of VAT

Where, pursuant to the terms of this Agreement, any party (the “ Supplier ”) makes a supply to any other party (the “ Recipient ”) hereto for VAT purposes and VAT is or becomes chargeable on such supply (being VAT for which the Supplier is required to account to the relevant Tax Authority):


13.2.1	where the Supplier is the Lessee, the Recipient shall, following receipt from the Supplier of a valid VAT invoice in respect of such supply, pay to the Supplier (in addition to any other consideration for such supply) a sum equal to the amount of such VAT; and


13.2.2	where the Supplier is the Lessor, the Recipient shall pay to the Supplier (in addition to and at the same time as paying any other consideration for such supply) a sum equal to the amount of such VAT, and the Supplier shall, following receipt of such sum

and (unless otherwise required pursuant to any Requirement of Law) not before, provide the Recipient with a valid VAT invoice in respect of such supply.


13.3	Cost and Expenses

References in this Agreement to any fee, cost, loss, disbursement, commission, damages, expense, charge or other liability incurred by any party to this Agreement and in respect of which such party is to be reimbursed or indemnified by any other party under the terms of, or the amount of which is to be taken into account in any calculation or computation set out in, this Agreement shall include such part of such fee, cost, loss, disbursement, commission, damages, expense, charge or other liability as represents any VAT, but only to the extent that such first party is not entitled to a refund (by way of a credit or repayment) in respect of such VAT from any relevant Tax Authority.


14	Security and Assignments


14.1	Rights of Lessor Pledged to Trustee

Each Lessee acknowledges that the Lessor has pledged or will pledge all of its rights under this Agreement to the Dutch Security Trustee pursuant to the Dutch Security Documents. Accordingly, each Lessee agrees that:


14.1.1	upon the occurrence of a Lease Event of Default or Liquidation Event, the Dutch Security Trustee may exercise (for and on behalf of the Lessor) any right or remedy against such Lessee provided for herein and such Lessee will not interpose as a defence that such claim should have been asserted by the Lessor;

14.1.2

upon the delivery by the Dutch Security Trustee of any notice to such Lessee stating that a Lease Event of Default or a Liquidation Event has occurred, such Lessee will, if so requested by the Dutch Security Trustee, comply with all obligations under this Agreement that are asserted by the Dutch Security Trustee, as the Lessor hereunder, irrespective of whether such Lessee has received any such notice from the Lessor; and


14.1.3	such Lessee acknowledges that, pursuant to this Agreement, it has agreed to make all payments of Rent hereunder (and any other payments hereunder) directly to the Dutch Security Trustee for deposit in the Dutch Transaction Account.


14.2	Right of the Lessor to Assign or Transfer its rights or obligations under this Agreement

The Lessor shall have the right to finance the acquisition and ownership of Lease Vehicles under this Agreement by, without limitation, selling, assigning or transferring any of its rights and/or obligations under this Agreement to the Issuer Security Trustee for the benefit of the Noteholders, provided, however, that any such sale, assignment or transfer shall be subject to the rights and interest of the Lessees in the Lease Vehicles, including, but not limited to, the Lessees’ right of quiet and peaceful possession of such Lease Vehicles as set forth in Clause 5.3 ( Non-Disturbance ) hereof, and under this Agreement.


14.3	Limitations on the Right of the Lessees to Assign or Transfer their rights or obligations under this Agreement

No Lessee shall assign or transfer or purport to assign or transfer any right or obligation under this Agreement to any other party.


14.4	Security

The Lessor may grant security interests in the Lease Vehicles leased by any Lessee hereunder without consent of any Lessee. Except for Permitted Security, each Lessee shall keep all Lease Vehicles free of all Security arising during the Term. If on the Vehicle Lease Expiration Date for any Lease Vehicle, there is Security on such Lease Vehicle, the Lessor may, in its discretion, remove such Security and any sum of money that may be paid by the Lessor in release or discharge thereof, including reasonable attorneys’ fees and costs, will be paid by the Lessee of such Lease Vehicle upon demand by the Lessor.


15	Non-Liability of Lessor

As between the Lessor and each Lessee, acceptance for lease of each Lease Vehicle pursuant to Clause 2.1.5 ( Lease Vehicle Acceptance or Non-conforming Lease Vehicle Rejection ) shall constitute such Lessee’s acknowledgment and agreement that such Lessee has fully inspected such Lease Vehicle, that such Lease Vehicle is in good order and condition and is of the manufacture, design, specifications and capacity selected by such Lessee and that such Lessee is satisfied that the same is suitable for this use. Each Lessee acknowledges that the Lessor is not a Manufacturer or agent thereof or primarily engaged in the sale or distribution of Lease Vehicles. Each Lessee acknowledges that the Lessor makes no representation, warranty or covenant, express or implied in any such case, as to the fitness, safeness, design, merchantability, condition, quality, durability, suitability, capacity or workmanship of the Lease Vehicles in any respect or in connection with or for any purposes or uses of any Lessee and makes no representation, warranty or covenant, express or implied in any such case, that the Lease Vehicles will satisfy the requirements of any law or any contract specification, and as between the Lessor and each Lessee, such Lessee agrees to bear all such risks at its sole cost and expense. Each Lessee specifically waives all rights to make claims against the Lessor and any Lease Vehicle for breach of any warranty of any kind whatsoever, and each Lessee leases each Lease Vehicle “as is”. Upon the Lessor’s acquisition of any Lease Vehicle identified in a request from any Lessee pursuant to Clause 2.1.4, the Lessor shall in no way be liable for any direct or indirect damages or inconvenience resulting from any defect in or loss, theft, damage or destruction of any Lease Vehicle or of the cargo or contents thereof or the time consumed in recovery repairing, adjusting, servicing or replacing the same and there shall be no abatement or apportionment of rental at such time. The Lessor shall not be liable for any failure to perform any provision hereof resulting from fire or other casualty, natural disaster, riot or other civil unrest, war, terrorism, strike or other labour difficulty, governmental regulation or restriction, or any cause beyond the Lessor’s direct control. In no event shall the Lessor be liable for any inconveniences, loss of profits or any other special, incidental, or consequential damages, whatsoever or howsoever caused (including resulting from any defect in or any theft, damage, loss or failure of any Lease Vehicle).

The Lessor shall not be responsible for any liabilities (including any loss of profit) arising from any delay in the delivery of, or failure to deliver, any Lease Vehicle to any Lessee.


16	Non-Petition and No Recourse


16.1	Non-Petition

Notwithstanding anything to the contrary in this Agreement or any Dutch Related Document, only the Dutch Security Trustee may pursue the remedies available under the general law or under the Dutch Security Trust Deed to enforce this Agreement, the Dutch Security or a Dutch Note and no other Person shall be entitled to proceed directly against Dutch FleetCo in respect hereof (unless the Dutch Security Trustee, having become bound to proceed in accordance with the terms of the Dutch Related Documents, fails or neglects to do so). Each party to this Agreement hereby agrees with and acknowledges to each of Dutch FleetCo and the Dutch Security Trustee until the date falling one year and one day after the Legal Final Payment Date that:


16.1.1	it shall not have the right to take or join any person in taking any steps against Dutch FleetCo for the purpose of obtaining payment of any amount due from Dutch FleetCo (other than serving a written demand subject to the terms of the Dutch Security Trust Deed); and


16.1.2	neither it nor any Person on its behalf shall initiate or join any person in initiating an Event of Bankruptcy or the appointment of any Insolvency Official in relation to Dutch FleetCo, provided that the Dutch Security Trustee shall have the right to take any action pursuant to and in accordance with the relevant Dutch Related Documents and Dutch Security Documents.

The provisions of this Clause 16.1 shall survive the termination of this Agreement.


16.2	No Recourse

Each party to this Agreement agrees with and acknowledges to each of Dutch FleetCo and the Dutch Security Trustee that, notwithstanding any other provision of any Dutch Related Document, all obligations of Dutch FleetCo to such entity are limited in recourse as set out below:


16.2.1	sums payable to it in respect of any of Dutch FleetCo’s obligations to it shall be limited to the lesser of (i) the aggregate amount of all sums due and payable to it and (ii) the aggregate amounts received, realised or otherwise recovered by or for the account of the Dutch Security Trustee in respect of the Dutch Security, whether pursuant to enforcement of the Dutch Security or otherwise; and

16.2.2

upon the Dutch Security Trustee giving written notice that it has determined in its sole opinion that there is no reasonable likelihood of there being any further realisations in respect of the Dutch Security (whether arising from an enforcement of the Dutch Security or otherwise) which would be available to pay unpaid amounts outstanding under the relevant Dutch Related Documents, it shall have no further claim against Dutch FleetCo in respect of any such unpaid amounts and such unpaid amounts shall be discharged in full.

The provisions of this Clause 16.2 shall survive the termination of this Agreement.


17	Submission to Jurisdiction


17.1	The parties agree that the courts of Amsterdam have exclusive jurisdiction to settle any Dispute arising out of or in connection with this Agreement and therefore irrevocably submit to the jurisdiction of those courts.


17.2	The parties agree that the courts of Amsterdam are an appropriate and convenient forum to settle Disputes between them and, accordingly, the parties will not argue to the contrary.


18	Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by Dutch law.


19	Notices

Unless otherwise specified herein, all notices, communications, requests, instructions and demands by any Party hereto to another shall be delivered in accordance with the provisions of clause 3 of the Master Definitions and Construction Agreement and clause 23 ( Notices ) of the Dutch Security Trust Deed.


20	Entire Agreement

This Agreement and the other agreements specifically referenced herein constitute the entire agreement among the parties hereto and supersede any prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof. This Agreement, together with the Manufacturer Programs, the Lease Vehicle Acquisition Schedules, the Intra-Lease Lessee Transfer Schedules and any other related documents attached to this Agreement (including, for the avoidance of doubt, all related joinders, exhibits, annexes, schedules, attachments and appendices), in each case solely to the extent to which such Manufacturer Programs, schedules and documents relate to Lease Vehicles, will constitute the entire agreement regarding the leasing of Lease Vehicles by the Lessor to each Lessee.


21	Modification and Severability

The terms of this Agreement will not be waived, altered, modified, amended, supplemented or terminated in any manner whatsoever unless the same shall be in writing and signed and delivered by the Lessor, the Servicer, the Dutch Security Trustee and each Lessee, subject to any restrictions on such waivers, alterations, modifications, amendments, supplements or terminations set forth in the Dutch Facility Agreement. If any part of this Agreement is not valid or enforceable according to law, all other parts will remain enforceable. For the avoidance of doubt, the execution and/or delivery of and/or performance under any Affiliate Joinder in Lease, Lease Vehicle Acquisition Schedule or Intra-Lease Lessee Transfer Schedule shall not constitute a waiver, alteration, modification, supplement or termination to or of this Agreement.


22	Survivability

In the event that, during the term of this Agreement, any Lessee becomes liable for the payment or reimbursement of any obligations, claims or taxes pursuant to any provision hereof, such

liability will continue, notwithstanding the expiration or termination of this Agreement, until all such amounts are paid or reimbursed by or on behalf of such Lessee.


23	[Reserved]


24	Counterparts


25	Electronic Execution

This Agreement (including, for the avoidance of doubt, any joinder, schedule, annex, exhibit or other attachment hereto) may be transmitted and/or signed by facsimile or other electronic means (i.e., a “pdf” or “tiff”). The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually signed originals and shall be binding on each party hereto. The words “execution”, “signed”, “signature” and words of like import in this Agreement (including, for the avoidance of doubt, any joinder, schedule, annex, exhibit or other attachment hereto) or in any amendment or other modification hereof (including, without limitation, waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be.


26	Lessee Termination and Resignation

With respect to any Lessee except for Dutch OpCo, upon such Lessee (the “ Resigning Lessee ”) delivering irrevocable written notice to the Lessor, the Servicer and the Dutch Security Trustee that such Resigning Lessee desires to resign its role as a Lessee hereunder (such notice, substantially in the form attached as Exhibit A hereto, a “ Lessee Resignation Notice ”), such Resigning Lessee shall immediately cease to be a Lessee hereunder, and, upon such occurrence, event or condition, the Lessor, the Servicer and the Dutch Security Trustee shall be deemed to have released, waived, remised, acquitted and discharged such Resigning Lessee and such Resigning Lessee’s directors, officers, employees, managers, shareholders and members of and from any and all claims, expenses, damages, costs and liabilities arising or accruing in relation to such Resigning Lessee on or after the delivery of such Lessee Resignation Notice to the Lessor, the Servicer and the Dutch Security Trustee (the time of such delivery, the “ Lessee Resignation Notice Effective Date ”); provided that, as a condition to such release and discharge, the Resigning Lessee shall pay to the Lessor all payments due and payable with respect to each Lease Vehicle leased by the Resigning Lessee hereunder, including without limitation any payment listed under Clause 4.8 ( Payments ), as applicable to each such Lease Vehicle, as of the Lessee Resignation Notice Effective Date; provided further that, the Resigning Lessee shall return or reallocate all Lease Vehicles at the direction of the Servicer in accordance with Clause 2.4 ( Return ); provided further that, with respect to any Resigning Lessee, such Resigning Lessee shall not be released or otherwise relieved under this Clause 26 from any claim, expense, damage, cost

or liability arising or accruing prior to the Lessee Resignation Notice Effective Date with respect to such Resigning Transferor.


27	Third-Party Rights

This Agreement is made for the benefit of the Issuer Security Trustee (and the Noteholders and their assigns) for no consideration pursuant to Section 6:253 (4) of the Dutch Civil Code. A Person (other than the Issuer Security Trustee (and the Noteholders and their assigns)) who is not a party to this Agreement has no right under article 6:253 of the Dutch Civil Code to enforce or to enjoy the benefit of any term of this Agreement. By countersigning this Agreement, the Issuer Security Trustee for itself and acting on behalf of the Noteholders and their assigns accepts the third-party stipulation contained in this Clause 27.


28	Time of the Essence

Subject to any grace periods provided hereunder, time shall be of the essence of this Agreement as regards any time, date or period, whether as originally agreed or altered by agreement between all the parties (and, where required, with consent) or in any other manner provided in this Agreement, for the performance by each Lessee of its obligations under this Agreement.


29	Governing Language

This Agreement is in the English language. If this Agreement is translated into another language, the English text prevails, save that words in Dutch used in this Agreement and having specific legal meaning under Dutch law will prevail over the English translation.


30	Power of Attorney


31	Rescission or Nullification of this Agreement

Each Lessee irrevocably waives any right under any applicable law to rescind ( ontbinden ) or nullify ( vernietigen ) this Agreement in whole or in part and any right to suspend ( opschorten ) any obligation under this Agreement.

Lessor

STUURGROEP FLEET (NETHERLANDS) B.V.

By: /s/ E.M. van Ankeren /s/ P.C. van der Linden
Name: E.M. van Ankeren P.C. van der Linden

Title: Managing Director Proxyholder

Interust Management B.V.
Managing Director

Lessee and Servicer

HERTZ AUTOMOBIELEN NEDERLAND B.V.

By: /s/ Bryn Cavers-Davies
Name: Bryn Cavers-Davies

Title: Authorised Signatory

Dutch Security Trustee

BNP PARIBAS TRUST CORPORATION UK LIMITED



By: /s/ Helen Tricard Name: Helen Tricard Title: Director	/s/ Clive Kentish

Annex
Form of Affiliate Joinder in Lease

THIS AFFILIATE JOINDER IN LEASE AGREEMENT (this “ Joinder ”) is executed as of [●] 20[●] (with respect to this Joinder and the Joining Party, the “ Joinder Date ”), by [●], a [●] (“ Joining Party ”), and delivered to Stuurgroep Fleet (Netherlands) B.V., an entity established in The Netherlands (“ Dutch FleetCo ”), as lessor pursuant to the Dutch Master Lease and Servicing Agreement, dated as of [●] 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Lease ”), among Dutch FleetCo as Lessor, Hertz Automobielen Nederland B.V. (“ Dutch OpCo ”) as a Lessee and as Servicer, those affiliates of Dutch OpCo from time to time becoming Lessees thereunder (together with Dutch OpCo, the “ Lessees ”) and BNP Paribas Trust Corporation UK Limited as Dutch security trustee (the “ Dutch Security Trustee ”). Capitalised terms used herein but not defined herein shall have the meanings provided for in the Lease.

Recitals :

Whereas , the Joining Party is a Permitted Lessee; and

Whereas , the Joining Party desires to become a “ Lessee ” under and pursuant to the Lease.

Now, therefore, the Joining Party agrees as follows:

Agreement :

The Joining Party hereby represents and warrants to and in favour of Dutch FleetCo and the Dutch Security Trustee that (i) the Joining Party is an Affiliate of Dutch OpCo, (ii) all of the conditions required to be satisfied pursuant to Clause 12 ( Additional Lessees ) of the Lease in respect of the Joining Party becoming a Lessee thereunder have been satisfied, and (iii) all of the representations and warranties contained in Clause 7 ( Certain Representations and Warranties ) of the Lease with respect to the Lessees are true and correct as applied to the Joining Party as of the date hereof.


2	From and after the date hereof, the Joining Party hereby agrees to assume all of the obligations of a Lessee under the Lease and agrees to be bound by all of the terms, covenants and conditions therein.


3	By its execution and delivery of this Joinder, the Joining Party hereby becomes a Lessee for all purposes under the Lease. By its execution and delivery of this Joinder, Dutch FleetCo and the Dutch Security Trustee each acknowledges that the Joining Party is a Lessee for all purposes under the Lease.


4	The parties agree that the courts of Amsterdam have exclusive jurisdiction to settle any Dispute arising out of or in connection with this Joinder and therefore irrevocably submit to the jurisdiction of those courts. The parties agree that the courts of Amsterdam are an appropriate and convenient forum to settle Disputes between them and, accordingly, the parties will not argue to the contrary.


5	This Joinder and any non-contractual obligations arising out of or in connection with it are governed by Dutch law.

In witness whereof, the Joining Party has caused this Joinder to be duly executed as of the day and year first above written.

[Name of Joining Party]

By: _________________________________

Name: _________________________________

Title: _________________________________

Address: _________________________________

Attention: _________________________________

Telephone: _________________________________

Facsimile: _________________________________

Accepted and Acknowledged by:

STUURGROEP FLEET (NETHERLANDS) B.V.

By: _________________________________

Name: _________________________________

Title: _________________________________

BNP PARIBAS TRUST CORPORATION UK LIMITED

as Dutch Security Trustee

By: _________________________________

Name: _________________________________

Title: _________________________________

Exhibit
Form of Lessee Resignation Notice

[●]

[Dutch FleetCo as Lessor]

[Hertz Automobielen Nederland B.V. as Servicer]

Re : Lessee Termination and Resignation

Ladies and Gentlemen

Reference is hereby made to the Dutch Master Lease and Servicing Agreement, dated as of [●] 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Dutch Master Lease ”), among Dutch FleetCo as Lessor, Hertz Automobielen Nederland B.V. (“ Dutch OpCo ”) as a Lessee and as Servicer, those affiliates of Hertz from time to time becoming Lessees thereunder (together with Dutch OpCo, the “ Lessees ”) and BNP Paribas Trust Corporation UK Limited as Dutch Security Trustee. Capitalised terms used herein and not otherwise defined shall have the meanings assigned to them in the Dutch Master Lease.

Pursuant to Clause 26 ( Lessee Termination and Resignation ) of the Dutch Master Lease, [●] (the “ Resigning Lessee ”) provides Dutch FleetCo, as Lessor, and Dutch OpCo, as Servicer, irrevocable, written notice that such Resigning Lessee desires to resign as “ Lessee ” under the Dutch Master Lease.

Nothing herein shall be construed to be an amendment or waiver of any requirements of the Dutch Master Lease.

[Name of Resigning Lessee]

By: _________________________________

Name: _________________________________

Title: _________________________________

Schedule 1

Common Terms of Motor Third Party Liability Cover

Part A
Non-vitiation endorsement

The Insurer undertakes to each Insured that this Policy will not be invalidated as regards the rights and interests of each such Insured and that the Insurer will not seek to avoid or deny any liability under this Policy because of any act or omission of any other Insured which has the effect of making this Policy void or voidable and/or entitles the Insurer to refuse indemnity in whole or in any material part in respect of any claims under this Policy as against such other Insured. For the purposes of this part only “Insured” shall not include any “Authorised Driver”.

Part B
Severability of interest

Part C
Notice of non-payment of premium to be sent to the Dutch Security Trustee

No cancellation unless thirty days’ notice.

In the event of non-payment of premium, this Policy may at the sole discretion of the Insurer be cancelled by written notice to the Insureds and [●] [or replacement Dutch Security Trustee], stating when (not less than 30 days thereafter) the cancellation shall be effective. Such notice of cancellation shall be withdrawn and shall be void and ineffective in the event that premium is paid by or on behalf of any of the Insureds prior to the proposed cancellation date.

Notices

The address for delivery of a notice to [●] [or replacement Dutch Security Trustee] will be as follows:

Address:

Tel:

Fax:

Email:

Attention:

Schedule 2

Insurance Broker Letter of Undertaking

Part A
Public/Product Liability Cover

To: [Lessor and the Dutch Security Trustee]

Dear Sirs

Letter of Undertaking

Hertz Automobielen Nederland B.V. (the “ Company ” )


1	We confirm that the Public/Product Liability Cover providing protection against public and product liability in respect of Vehicles has been effected for the account of the Company, Stuurgroep Fleet (Netherlands) B.V. and BNP Paribas Trust Corporation UK Limited.


2	We confirm that such Public/Product Liability Cover is in an amount which would be considered to be reasonably prudent in the context of the vehicle rental industry.


3	We confirm that such Public/Product Liability Cover is in full force and effect as of the date of this letter. The current policy will expire on [●] unless it is cancelled, terminated or liability thereunder is fully discharged prior to that date.

This letter shall be governed by Dutch law.

Yours faithfully

…………………………………………..

Date: [●]

Part B
Motor Third Party Liability

To: [Lessor]

Dear Sirs

Letter of Undertaking

Hertz Automobielen Nederland B.V., (the “ Company ” )

We confirm that the Motor Third Party Liability Cover providing protection which is required as a matter of law, including providing protection against (i) liability in respect of bodily injury or death caused to third parties, and (ii) loss or damage to property belonging to third parties, in each case arising out of the use of any Vehicle has been effected for the account of the Company, Stuurgroep Fleet (Netherlands) B.V., and to the extent that each or either of the aforementioned parties are required to do so as a matter of law in the jurisdiction in which each or either of them or a Vehicle is located, for any other Person.


2	We confirm that such Motor Third Party Liability Cover is in an amount which is at or above any applicable minimum limits of indemnity/liability required as a matter of law or (if higher) which would be considered to be reasonably prudent in the context of the vehicle rental industry.


3	We confirm that such Motor Third Party Liability Cover is in full force and effect as of the date of this letter. The current policy will expire on [●] unless it is cancelled, terminated or liability thereunder is fully discharged prior to that date.

This letter shall be governed by Dutch law.

Yours faithfully

…………………………………………..

Date: [●]

Schedule 3
Required Contractual Criteria for Vehicle Purchasing Agreements


1	Provisions to be applied to all Vehicle Purchasing Agreements to be entered into by Dutch Fleetco

Each Vehicle Purchasing Agreement will in substance satisfy the following contractual requirements:


1.1	Parties

Vehicle Purchasing Agreements to which Dutch FleetCo is a party may include contractual terms permitting the accession of Dutch OpCo (or another Affiliate of The Hertz Corporation other than Dutch FleetCo) as an additional purchaser/seller.

If any Vehicle Purchasing Agreement provides that Dutch OpCo (or any other Affiliate of The Hertz Corporation other than Dutch FleetCo) may purchase/sell Vehicles in accordance with the terms of such Vehicle Purchasing Agreement, the obligations of Dutch FleetCo and Dutch OpCo (or other Affiliate of The Hertz Corporation other than Dutch FleetCo, as applicable) under that Vehicle Purchasing Agreement will in all cases need to be several, and provide that Dutch FleetCo will not have any liability for the obligations of Dutch OpCo (or such other Affiliate of The Hertz Corporation, as applicable).

Alternatively, existing Vehicle Purchasing Agreements to which Dutch OpCo (or other Affiliate of The Hertz Corporation other than Dutch FleetCo) is a party may be amended to provide that Dutch FleetCo may accede to such Vehicle Purchasing Agreements (satisfying the Dutch Required Contractual Criteria) and that Dutch FleetCo will not have any liability for the obligations of Dutch OpCo (or other Affiliate of The Hertz Corporation).


1.2	Separate obligations

Each Vehicle Purchasing Agreement will satisfy the following criteria:


(a)	Dutch FleetCo shall not under any circumstances have any liability for the obligations of Dutch OpCo (in its capacity as guarantor, purchaser of vehicles or otherwise) thereunder; and

(b)

to the extent that Dutch OpCo (or any other Affiliate of The Hertz Corporation other than Dutch FleetCo) enters into or is a party to any other Vehicle Purchasing Agreements with the same Manufacturer/Dealer (each such Vehicle Purchasing Agreement to which Dutch OpCo or other Affiliate of The Hertz Corporation other than Dutch FleetCo is a party being a “ Dutch OpCo Specific Agreement ”), Dutch FleetCo shall not under any circumstances have any liability for the obligations of Dutch OpCo (or such other Affiliate of The Hertz Corporation, as the case may be) under such Dutch OpCo Specific Agreement.


1.3	Volume rebates etc.

A Vehicle Purchasing Agreement may provide that any bonus payment or other amount (howsoever described) payable or to be made available by a Manufacturer/Dealer as a result of Dutch FleetCo (or Dutch FleetCo and/or Dutch OpCo (and/or any other relevant Affiliate of The Hertz Corporation) under such Vehicle Purchasing Agreement and/or any Dutch OpCo

Specific Agreement, as applicable) meeting any minimum vehicle purchase level in that relevant year, be payable to or for the account of Dutch OpCo (rather than Dutch FleetCo). For the avoidance of doubt, Dutch FleetCo may however take the benefit of reductions applied to purchase prices applicable to vehicles as a result of any such minimum vehicle purchase levels being reached.

Notwithstanding the foregoing where a Vehicle Purchasing Agreement provides that in the event that any minimum vehicle purchase level in the relevant year is not met:


(a)	any bonus, payment, benefit or reductions applied to purchase prices on Vehicles purchased by Dutch FleetCo or other amount (howsoever described) is recoverable by or repayable to a Manufacturer/Dealer; or


(b)	any penalty or other amount (howsoever described) is payable to such Manufacturer/Dealer,

such Vehicle Purchasing Agreement shall provide that, in each case, such amounts will only be reclaimed from, payable by or otherwise recoverable from Dutch OpCo or another Affiliate of The Hertz Corporation other than Dutch FleetCo.


1.4	Confidentiality and public disclosure of terms of Vehicle Purchasing

Each Vehicle Purchasing Agreement will need to be disclosed to the Dutch Security Trustee and possibly other providers of credit or liquidity enhancement to the Transaction.


1.5	Non-petition

Each Vehicle Purchasing Agreement will contain an irrevocable and unconditional covenant or undertaking given by the relevant Manufacturer/Dealer that such Manufacturer/Dealer shall not be entitled and shall not initiate or take any step in connection with:


(a)	liquidation, bankruptcy or insolvency (or any similar or analogous proceedings or circumstances) of Dutch FleetCo; or


(b)	the appointment of an insolvency officer in relation to Dutch FleetCo or any of its assets whatsoever,

provided that, to the extent that a Vehicle Purchasing Agreement provides that such covenant or undertaking will terminate upon a given date, such date shall be no earlier than the date falling one year and one day after the Legal Final Payment Date.


1.6	Limited recourse

Each Vehicle Purchasing Agreement will contain an irrevocable covenant or undertaking given by the relevant Manufacturer/Dealer that such Manufacturer/Dealer shall not be entitled to, and shall not, initiate or take any step in connection with the commencement of legal proceedings (howsoever described) to recover any amount owed to it by Dutch FleetCo under the relevant Vehicle Purchasing Agreement; this covenant will be unconditional except that the relevant Manufacturer/Dealer may commence legal proceedings to the extent that the only relief sought against Dutch FleetCo pursuant to such proceedings is the re-possession of relevant Vehicle(s) pursuant to applicable retention of title provisions provided for under the relevant Vehicle Purchasing Agreement, provided that, to the extent that a Vehicle Purchasing Agreement provides that such covenant or undertaking will terminate upon a given

date, such date shall be no earlier than the date falling one year and one day after the Legal Final Payment Date.


2	Provisions to be applied to all Manufacturer Programs to be entered into by a FleetCo

Each Manufacturer Program will in substance satisfy the following additional contractual requirements:


2.1	Assignment and transfers

Each Manufacturer Program will contain terms that permit Dutch FleetCo to assign by way of security or pledge any of its rights under such agreement to the Dutch Security Trustee. Any such right to grant security to the relevant Dutch Security Trustee must be unrestricted. Unless pursuant to an Intra-Group Transfer (as defined below) by a Manufacturer (which shall not require consent from Dutch FleetCo), each Manufacturer Program will provide that the Manufacturer/Dealer may not assign, transfer or novate its obligations under such agreement without the prior written consent of Dutch FleetCo. Dutch FleetCo shall not provide such consent unless the Manufacturer/Dealer enters into a guarantee materially in the form set out in Schedule 4 ( Draft Transfer and Joint and Several Liability Language to be included in Pro Forma Manufacturer Program ) or accepts joint and several liability in respect of the transferred obligations substantially on the terms set out in Schedule 4 ( Draft Transfer and Joint and Several Liability Language to be included in Pro Forma Manufacturer Program ). For the purposes hereof, an “ Intra-Group Transfer ” means an assignment, transfer or novation by a Manufacturer of its obligations under a Manufacturer Program to an Affiliate of such Manufacturer which would satisfy the definition of “ Investment Grade Manufacturer ” upon such Affiliate becoming a Manufacturer. For the avoidance of doubt, Manufacturers /Dealers may assign their rights under Manufacturer Programs without the prior written consent of Dutch FleetCo.


2.2	Set-off

Each Manufacturer Program will provide that the Manufacturer/Dealer expressly waives (to the extent that it is able to do so under applicable law) any right that it would otherwise have under such Manufacturer Program or under applicable law to set off (i) any amount of unpaid purchase price owed to such Manufacturer/Dealer by Dutch FleetCo in relation to Vehicles ordered by (but not delivered to) Dutch FleetCo by such Manufacturer/Dealer under that Manufacturer Program, against (ii) amounts owed by the Manufacturer/Dealer to Dutch FleetCo under such Manufacturer Program, provided that each Vehicle Purchasing Agreement entered into or renewed on or after the Closing Date will provide that the Manufacturer/Dealer expressly waives (to the extent that it is able to do so under applicable law) any right that it would otherwise have under such Vehicle Purchasing Agreement or under applicable law to set off (i) any amount of unpaid purchase price owed to such Manufacturer/Dealer by Dutch FleetCo under that Vehicle Purchasing Agreement, against (ii) amounts owed by the Manufacturer/Dealer to Dutch FleetCo under that Manufacturer Program or any other Vehicle Purchasing Agreement. Save and except in relation to any Manufacturer Program with Daimler AG, and/or any of their respective Affiliates or successors or any corporation into which such entities may be merged or converted or with which they may be consolidated or any corporation resulting from any merger, conversion or consolidation of such entities (“ Daimler Entities ”) or any Dealers or agents (or Affiliates or successors thereof) selling

Vehicles manufactured or purchased from the Daimler Entities if such Manufacturer Program does not provide for waiver of set-off in accordance with this paragraph, in which case such amounts may be reclaimed from, payable by, or otherwise recoverable from Dutch FleetCo.

Notwithstanding the foregoing, the Manufacturer/Dealers will be entitled to set off any amount owed by Dutch FleetCo in respect of turn-back related damages against any amount of Repurchase Price owed by it to Dutch FleetCo. The Servicer shall use reasonable efforts to procure that each Manufacturer Program will provide that the Manufacturer/Dealer expressly waives all rights to set-off (however arising) any amount:


(a)	owed to it by Dutch OpCo under such Manufacturer Program; or


(b)	owed to it by Dutch OpCo (or any other Affiliate of The Hertz Corporation other than Dutch FleetCo) under any other agreement (including any Dutch OpCo Specific Agreement),

in any such case against amounts owed by the Manufacturer/Dealer to Dutch FleetCo under the relevant Manufacturer Program.


2.3	Manufacturer’s/Dealer’s obligations to be ‘unconditional’

No Manufacturer Program may contain terms that provide that the Repurchase Obligations of the Manufacturer/Dealer are conditional in any respect other than, in relation to (a) a force majeure ¹ event or (b) compliance with applicable turn-back procedures (including any Program Minimum Term or Program Maximum Term) and/or (c) turn-back standards in relation to the condition of the relevant Vehicle. For the avoidance of doubt, no Manufacturer Program may provide that the obligations of the Manufacturer/Dealer thereunder are conditional upon:


(a)	any minimum number of Vehicles being purchased: (i) by Dutch FleetCo under such Manufacturer Program; and/or (ii) by Dutch OpCo or any other Person under such Manufacturer Program or any Dutch OpCo Specific Agreement; or


(b)	the solvency of Dutch FleetCo; or


(c)	the solvency of any other Affiliate of The Hertz Corporation other than Dutch FleetCo.


2.4	Termination provisions

To the extent that a Manufacturer/Dealer requires express termination provisions to be included in any Manufacturer Program, such Manufacturer Program may provide that a Manufacturer/Dealer is entitled (upon expiry of a predetermined notice period or otherwise) to terminate such agreement before its scheduled expiry date upon the occurrence of certain events (e.g. liquidation, bankruptcy, insolvency, failure to pay, late payment, partial payment, breach or serious breach of obligations, or any similar or analogous events); provided always that the Manufacturer/Dealer shall not under any circumstances have the right to terminate its obligations (subject to and in accordance with any eligibility criteria and Program Minimum Term or Program Maximum Term) to repurchase (or, if applicable to perform its guaranteed obligations thereunder) in respect of any Vehicle shipped to Dutch FleetCo or its order prior to the termination of such Manufacturer Program.

¹ For these purposes, a “force majeure event” will be constituted by any event which (a) was not foreseen by the parties, (b) is outside their control and could not have been avoided by taking due care or by compliance in all material respects with obligations under the VPA and (c) prevents performance of the obligations of one or more parties under the contract.


2.5	Retention of title in favour of Dutch FleetCo

The Manufacturer Program entered into with the Top Two Non-Investment Grade Manufacturers will, where credit terms are made available to the relevant Manufacturer/Dealer (in relation to the payment by it of applicable repurchase prices for Vehicles) provide that title to the relevant Vehicle will remain with Dutch FleetCo until the sale proceeds are received by Dutch FleetCo. In practice, Dutch FleetCo may return the registration documents for a Vehicle when it is turned back to such Top Two Non-Investment Grade Manufacturers.

Schedule 4
Draft Transfer and Joint and Several Liability Language to be included in Pro Forma Manufacturer Program

This should be included in each relevant pro forma Manufacturer Program and should be adapted to the relevant Manufacturer Program. This language should only be used where the Existing Supplier agrees to be jointly and severally liable with the New Supplier. Local counsel should be consulted to ensure that it is duly executed and complies with the applicable law.


1	Transfers by the Supplier

The Supplier (the “ Existing Supplier ”) may transfer by means of take-over of contract ( contractsoverneming ) (the “ Transfer ”) to another entity which has all consents and approvals required in order to perform its obligations under this Agreement (the “ New Supplier ”) all of its rights and obligations with regard to all or any of the vehicles the subject of this Agreement as shall be specified (the “ Relevant Vehicles ”).


2	Conditions of transfer

A Transfer will not be effective unless FleetCo receives in compliance with paragraph 3 ( Procedure for transfer ) and at least two Business Days before the date on which the Transfer is intended to take effect (the “ Transfer Date ”):


(a)	notification from the Existing Supplier of the name and contact details of the New Supplier;


(b)	acknowledgment from the New Supplier of its agreement to be bound by the terms of this Agreement, including, without limitation, the Required Contractual Criteria;


(c)	acknowledgment that in no event will Dutch FleetCo be required to deliver any Relevant Vehicle to the New Supplier or its agent outside The Netherlands;


(d)	a duly completed and executed acknowledgment of joint and several liability substantially in the form set out in Annex 2 (the “ Acknowledgment ”) from the Existing Supplier and the New Supplier.


3	Procedure for transfer


(a)	Subject to conditions set out in paragraph 2 ( Conditions of transfer ), a Transfer shall be effected in accordance with paragraph (b) below not less than two Business Days following receipt by FleetCo of a duly completed transfer certificate substantially in the form set out in Annex 1 (the “ Transfer Certificate ”) delivered to it by the Existing Supplier and the New Supplier.


(b)	On the Transfer Date:


(i)	to the extent that in the Transfer Certificate the Existing Supplier seeks to transfer its rights and obligations under this Agreement in respect of the Relevant Vehicles, each of FleetCo and the Existing Supplier shall be released from further obligations towards one another in respect of the Relevant Vehicles under this Agreement and their respective rights against one another

under this Agreement in respect of the Relevant Vehicles shall be cancelled (being the “ Discharged Rights and Obligations ”);


(ii)	each of Dutch FleetCo and the New Supplier shall assume obligations towards one another and/or acquire rights against one another which shall be the same as the Discharged Rights and Obligations insofar as Dutch FleetCo and the New Supplier have assumed and/or acquired the same in place of FleetCo and the Existing Supplier; and


(iii)	the New Supplier shall become a party to the New Agreement.


4	Definitions

In this paragraph and in the Transfer Certificate, the following words shall bear the following meanings:

“ Business Day ” means any day (other than a Saturday or Sunday) when commercial banks are open for general business in The Netherlands;

“ New Agreement ” means this Agreement as it shall apply to the New Supplier pursuant to paragraph 1;

“ Repurchase Obligations ” means the obligations of the Supplier to re-purchase from Dutch FleetCo, at the applicable Repurchase Price, Relevant Vehicles in accordance with the terms of the Agreement; and

“ Repurchase Price ” means the purchase price or other consideration payable by the Supplier to Dutch FleetCo for the re-purchase by the Supplier of any Relevant Vehicles.

Annex 1
Form of Transfer Certificate

To: Stuurgroep Fleet (Netherlands) B.V. and Hertz Automobielen Nederland B.V.

From: [The Existing Supplier] (the “ Supplier ”) and [The New Supplier] (the “ New Supplier ”)

Dated: [Date]

Stuurgroep Fleet (Netherlands) B.V. – Agreement dated [●] (the “ Agreement ” )


1	We refer to the Agreement. This is a Transfer Certificate as defined in paragraph 1.2 of the Agreement and constitutes a deed of take-over of contract ( akte van contractsoverneming ). Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.


2	We refer to paragraph 3 ( Procedure for transfer ):


(a)	In accordance with paragraph 3 ( Procedure for transfer ), the Existing Supplier hereby transfers by means of take-over of contract ( akte van contractsoverneming ) to the New Supplier, which transfer is hereby accepted by the New Supplier, all of the Existing Supplier’s rights and obligations relating to [the following vehicles set out below] (the “ Relevant Vehicles ”):

[Vehicle Registration Numbers]

[all vehicles which have been or, as the case may be, which may be purchased by FleetCo under the Agreement (the “ Relevant Vehicles ”)]


(b)	The proposed Transfer Date is the later of [●] or two Business Days after the date you receive this Transfer Certificate.


(c)	The address, telephone number, fax number and attention details for notices of the New Supplier are:

Address: [Address]

Tel: [Telephone]

Fax: [Fax]

Attn: [Name]


3	The New Supplier expressly acknowledges its agreement to be bound by the terms of the Agreement, including, without limitation, the provisions set out in Schedule 3 ( Required Contractual Criteria for Vehicle Purchasing Agreements ).


4	The New Supplier acknowledges that it will not transfer its obligations under the New Agreement without the prior written consent of FleetCo and the Existing Supplier.


5	The New Supplier acknowledges that FleetCo will not be required, under any circumstances, to deliver any Relevant Vehicle to the New Supplier or its agent outside The Netherlands.


6	This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.


7	This Transfer Certificate is governed by Dutch law.

[Existing Supplier] [New Supplier]

By: By:

For co-operation ( medewerking ) to the above transfers of contract:

Stuurgroep Fleet (Netherlands) B.V.

___________________________________________

By:

Hertz Automobielen Nederlands B.V.

___________________________________________

By:

Annex 2
Form of Acknowledgment of Joint and Several Liability

To: Stuurgroep Fleet (Netherlands) B.V. (“ Dutch FleetCo ”)


From:	[EXISTING SUPPLIER] (the “ Existing Supplier ”) and [NEW SUPPLIER] (the “ New Supplier ” and, together with the Existing Supplier, the “ Co-Obligors ”)

Date: [date]

Stuurgroep Fleet (Netherlands) B.V. — Agreement dated [date] (the “ Agreement ” )


1	We refer to the Agreement. This is an Acknowledgment as defined in paragraph 2(d) of the Agreement. Terms defined in the Agreement have the same meaning in this Acknowledgment unless given a different meaning in this Acknowledgment.

The Co-Obligors agree and acknowledge that they are jointly and severally liable for the due and punctual performance of each and every liability (whether arising in contract or otherwise) the New Supplier may now or hereafter have towards Dutch FleetCo under the terms of the Agreement. The Existing Supplier promises to pay to Dutch FleetCo from time to time and upon two Business Days’ written notice all liabilities from time to time due and payable (but unpaid following a notice to the New Supplier of such fact) by the New Supplier under or pursuant to the Agreement or on account of any breach thereof.


3	Dutch FleetCo may take action against, or release or compromise the liability of, either Co-Obligor, or grant time or other indulgence, without affecting the liability of the other Co-Obligor under paragraph 2 above. Dutch FleetCo may take action against the Co-Obligors together or such one or more of them as Dutch FleetCo shall think fit.


4	The obligations of each Co-Obligor contained in this Acknowledgment in paragraph 2 above and the rights, powers and remedies conferred in respect of that Co-Obligor upon Dutch FleetCo by this Acknowledgment shall not be discharged, impaired or otherwise affected by:


(i)	the liquidation, winding-up, dissolution, administration or reorganisation of the other Co-Obligor or any change in its status, function, control or ownership;


(ii)	any of the obligations of the other Co-Obligor under the Agreement being or becoming unenforceable in any respect;


(iii)	time, waiver, release or other indulgence granted to the other Co-Obligor in respect of its obligations under the Agreement; or


(iv)	any other act, event or omission which, but for this paragraph 4, might operate to discharge, impair or otherwise affect any of the obligations of the Existing Supplier contained in paragraph 2 above or any of the rights, powers or remedies conferred upon Dutch FleetCo under that paragraph 2.


5	This Acknowledgment is governed by Dutch law.

[Existing Supplier] [New Supplier]

By: By:

Schedule 5
Form of Initial Lease Vehicle Acquisition Schedule

Vehicles to be leased pursuant to the Dutch Master Lease as of the Closing Date, whose Vehicle Lease Commencement Date shall be the Closing Date:



VIN	Make	Model	Model Year

Exhibit 4.17.6

25 September 2018

GERMAN MASTER LEASE AND SERVICING AGREEMENT

between

HERTZ FLEET LIMITED
as Lessor

HERTZ AUTOVERMIETUNG GMBH
as Initial Lessee and Servicer

those Permitted Lessees from time to time acceding to this Agreement as Lessees

and

BNP PARIBAS TRUST CORPORATION UK LIMITED
as German Security Trustee



		Page
1	DEFINITIONS AND CONSTRUCTION	1
2	NATURE OF AGREEMENT	2
3	TERM	7
4	RENT AND LEASE CHARGES	8
5	VEHICLE OPERATIONAL COVENANTS	13
6	SERVICER FUNCTIONS AND COMPENSATION	17
7	CERTAIN REPRESENTATIONS AND WARRANTIES	22
8	CERTAIN AFFIRMATIVE COVENANTS	24
9	DEFAULT AND REMEDIES THEREFOR	26
10	CERTIFICATION OF TRADE OR BUSINESS USE	30
11	[RESERVED]	30
12	ADDITIONAL LESSEES	30
13	VALUE ADDED TAX	31
14	SECURITY AND ASSIGNMENTS	31
15	LIMITED LIABILITY OF LESSOR	32
16	NON-PETITION AND NO RECOURSE	33
17	SUBMISSION TO JURISDICTION	34
18	GOVERNING LAW	34
19	NOTICES	34
20	ENTIRE AGREEMENT	34
21	MODIFICATION AND SEVERABILITY	34
22	SURVIVABILITY	34
23	[RESERVED]	35
24	COUNTERPARTS	35
25	ELECTRONIC EXECUTION	35
26	LESSEE TERMINATION AND RESIGNATION	35
27	THIRD-PARTY RIGHTS	35
28	[RESERVED]	36
29	GOVERNING LANGUAGE	36
30	POWER OF ATTORNEY	36
31	RESCISSION OR NULLIFICATION OF THIS AGREEMENT	36
ANNEX A
	FORM OF AFFILIATE JOINDER IN LEASE	39
EXHIBIT A
	FORM OF LESSEE RESIGNATION NOTICE	42
SCHEDULE I
	Common Terms of Motor Third Party Liability Cover	43
SCHEDULE II
	[RESERVED]	44
SCHEDULE III
	Required Contractual Criteria for Vehicle Purchasing Agreements	45
SCHEDULE IV
	[RESERVED]	49
SCHEDULE V
	Form of Initial Lease Vehicle Acquisition Schedule	50

THIS AGREEMENT (as amended, modified or supplemented from time to time in accordance with the provisions hereof, this “ Agreement ”), is made on 25 September 2018 between the following parties:


(1)	HERTZ FLEET LIMITED (registered number 412465), a company with limited liability incorporated in Ireland with its principal place of business in Ireland, whose registered office is at Hertz Europe Service Centre, Swords Business Park, Swords, Co. Dublin, Ireland (“ German FleetCo ”), as lessor (in such capacity, the “ Lessor ”);

(2)

HERTZ AUTOVERMIETUNG GMBH (registered number HRB 52255 in the Commercial Register ( Handelsregister ) of the Local Court ( Amtsgericht ) of Frankfurt am Main), a company with limited liability incorporated in German with its principal place of business in Germany, whose registered office is at Ludwig-Erhard-Strasse 12, 65760 Eschborn, Germany (“ German OpCo ”), as a lessee (the “ Initial Lessee ”) and as servicer (in such capacity as servicer, the “ Servicer ”);


(3)	the Permitted Lessees (as defined herein) that have acceded to this Agreement as Lessees pursuant to Clause 12 ( Additional Lessees ) hereof (each, an “ Additional Lessee ”), as lessees (German OpCo and the Additional Lessees, in their capacities as lessees, each a “ Lessee ” and, collectively, the “ Lessees ”); and


(4)	BNP PARIBAS TRUST CORPORATION UK LIMITED , acting through its registered office at 10 Harewood Avenue, London NW1 6AA as German security trustee (in such capacity, the “ German Security Trustee ”).

WHEREAS


(A)	The Lessor has purchased or will purchase German Vehicles from German OpCo pursuant to a German master fleet purchase agreement entered into on or about the date of this Agreement (the “ German Master Fleet Purchase Agreement ”).


(B)	The Lessor desires to lease to each Lessee and each Lessee desires to lease from the Lessor certain Lease Vehicles for use in connection with the business of such Lessee, including use by such Lessee’s employees, directors, officers, representatives, agents and other business associates in their personal or professional capacities.


(C)	The Lessor desires the Servicer to perform various servicing functions with respect to the Lease Vehicles (to the extent relating to the Vehicles purported to be leased pursuant to this Agreement), and the Servicer desires to perform such functions, in accordance with the terms hereof.

THE PARTIES HEREBY AGREE AS FOLLOWS


1	DEFINITIONS AND CONSTRUCTION


1.1	Definitions

Except as otherwise defined herein, capitalized terms used herein shall have the meanings assigned to such terms in the master definitions and constructions agreement signed by, amongst others, the parties hereto dated on the Signing Date as amended, modified or supplemented from time to time (the “ Master Definitions and Constructions Agreement ”). All Clause, Sub-Clause or paragraph references herein shall refer to clauses, sub-clauses or paragraphs of this Agreement, except as otherwise provided herein.


1.2	Rules of Construction


(a)	In this Agreement, including the preamble, recitals, attachments, schedules, annexes, exhibits and joinders hereto unless the context otherwise requires, words and expressions used have

the constructions ascribed to them in Clause 2 ( Principles of Interpretation and Construction ) of the Master Definitions and Constructions Agreement.


(b)	Words in German used in this Agreement and having a specific legal meaning shall prevail over the English translation.


1.3	Effectiveness

The parties hereto acknowledge and agree that the rights and obligations under this Agreement shall become effective at the Effective Time.


2	NATURE OF AGREEMENT


(a)	Each Lessee and the Lessor acknowledges that the relationship between the Lessor and each Lessee pursuant to this Agreement shall be only that of a lessor and a lessee and that any lease of Lease Vehicles granted pursuant to this Agreement shall be a lease governed by German law. No Lessee shall acquire by virtue of this Agreement any right or option to purchase any Lease Vehicles leased to it.


(b)	[Reserved]


2.1	Lease of Vehicles


(a)	Lease of Existing Fleet . From the Closing Date and subject to the terms and provisions hereof and the deed of termination and release in connection with Existing/Prior Financing, each of the Initial Lessee and the Lessor hereto agree that:

(i)

on the Closing Date (A) the Lessor shall lease to the Initial Lessee and (B) the Initial Lessee shall lease from the Lessor, in each case, all Vehicles leased (as at the Closing Date) pursuant to the German master lease agreement entered into on 21 December 2007 (as such agreement has been amended and restated from time to time) between Hertz Autovermietung GmbH (as lessee thereunder), Hertz Fleet Limited (as lessor thereunder) and BNP Paribas (as security agent and facility agent thereunder) (which such agreement shall, for the purposes of this Sub-Clause 2.1(a) ( Lease of Vehicles ) be referred to as the “ Terminated German Master Lease ”);


(ii)	on the Closing Date, all rights and obligations of each party under the Terminated German Master Lease shall be terminated in accordance with the provisions of the deed of termination and release in connection with the Existing/Prior Financing dated on or around the date hereof;


(iii)	from and including the Closing Date, the Vehicles leased pursuant to Sub-Clause 2.1(a)(i) above shall be leased by the Initial Lessee in accordance with the terms and provisions of this German Master Lease and each party hereto shall have the rights and obligations provided for in this Agreement in connection with the Vehicles referred to in this Sub-Clause 2.1(a) ( Lease of Vehicles ); and


(iv)	the capitalized cost of each Vehicle leased pursuant to Sub-Clause 2.1(a)(i) above shall be equal to such Vehicle’s net book value immediately prior to such Vehicle’s Vehicle Lease Commencement Date.

(b)

Agreement to Lease . From time to time, subject to the terms and provisions hereof (including satisfaction of the conditions precedent set forth in Sub-Clause 2.1(c) ( Conditions Precedent to Lease of Lease Vehicles )), the Lessor agrees to lease to the relevant Lessee, and such Lessee agrees to lease from the Lessor those certain Lease Vehicles identified on Lease Vehicle Acquisition Schedules and Intra-Lease Lessee Transfer Schedules produced from

time to time by or on behalf of such Lessee pursuant to Sub-Clauses 2.1(d) ( Lease Vehicle Purchase and Lease Vehicle Acquisition Schedules ) and 2.2(b) ( Intra-Lease Transfers ), respectively.


(c)	Conditions Precedent to Lease of Lease Vehicles . The agreement of the Lessor to commence leasing any Lease Vehicle to any Lessee hereunder is subject to the following conditions precedent ( aufschiebende Bedingungen ) being satisfied at the time the Lessor orders such Lease Vehicles:

(i)

(ii)


(iii)	Eligible Vehicle . Such Lease Vehicle is an Eligible Vehicle or in the case of any Credit Vehicle will be an Eligible Vehicle following payment of the purchase price in respect thereof;


(iv)	Lease Expiration Date . The Lease Expiration Date has not occurred;


(v)	Payment . If such Lease Vehicle was purchased by German FleetCo on non-credit terms, German FleetCo has paid in full the purchase price for such Lease Vehicle and if such Lease Vehicle was purchased on credit terms by German FleetCo, such Lease Vehicle has been delivered to or (as the case may be) is available for collection by German FleetCo; and


(vi)	Purchase pursuant to German Master Fleet Purchase Agreement. The relevant Vehicle has been purchased by the Lessor pursuant to the terms of the German Master Fleet Purchase Agreement, except for Vehicles subject to Sub-Clause 2.1(a) ( Lease of Vehicles ).


(d)	Lease Vehicle Purchases and Lease Vehicle Acquisition Schedules

(i)

From time to time, a Lessee shall deliver or cause to be delivered to the Lessor one or more schedules identifying the vehicles such Lessee desires to lease from the Lessor hereunder, which schedules shall include the Basic Lease Vehicle Information (each such schedule, a “ Lease Vehicle Acquisition Schedule ”). Each Lessee hereby agrees that, upon delivery of a Lease Vehicle Acquisition Schedule to the Lessor, it will represent and warrant, to and in favor of the Lessor, that each condition precedent to the leasing of the Lease Vehicles identified in such Lease Vehicle Acquisition Schedule has been satisfied as of the date of such delivery of the relevant Lease Vehicle Acquisition Schedule.

(ii)

During the period from the Vehicle Lease Commencement Date in respect of a Lease Vehicle to the date that such Lease Vehicle is first identified on a Lease Vehicle Acquisition Schedule, the existence of a lease between the Lessor and the relevant Lessee in respect of that Lease Vehicle shall be evidenced and determined by reference to the records of the Lessor and such records shall constitute prima facie evidence of such lease.


(iii)	The Lease Vehicle Acquisition Schedule for each Lease Vehicle to be leased hereunder on the Closing Date shall be substantially in the form as set out in Schedule V ( Form of Initial Lease Vehicle Acquisition Schedule ).


(e)	Lease Vehicle Acceptance or Non-conforming Lease Vehicle Rejection .

(i)

Subject to Sub-Clause 2.1(e)(ii) below, with respect to any vehicle identified on a Lease Vehicle Acquisition Schedule and made available for lease by the Lessor to any Lessee, such Lessee shall have the right to inspect such vehicle within five (5) days of receipt (or such shorter period as may be contemplated under the applicable Vehicle Purchasing Agreement) (the “ Inspection Period ”) of such vehicle and either accept or, if such vehicle is a Non-conforming Lease Vehicle, reject such vehicle; provided that the relevant Lessee is not required to expressly declare its acceptance of the relevant vehicle. If such Lessee rejects the vehicle, it shall notify the Lessor in writing that such vehicle is a Non-conforming Lease Vehicle during the Inspection Period (the delivery date of such written notice, the “ Rejection Date ”). If such Lessee timely notifies the Lessor that such Vehicle is a Non-conforming Lease Vehicle, then such Non-conforming Lease Vehicle with respect to which such Lessee has so notified the Lessor shall be a “ Rejected Vehicle ”.

(ii)

Notwithstanding Sub-Clause 2.1(e)(i) above, a Lessee will be only entitled to reject any Vehicle delivered to it by or on behalf of the Lessor (A) if the Lessor is itself entitled to reject such Vehicle under the relevant Vehicle Purchasing Agreement pursuant to which such Vehicle was ordered and (B) subject to the same conditions (to the extent applicable) as to rejection as may be applicable to the Lessor under the relevant Vehicle Purchasing Agreement in respect of such Vehicle.


(iii)	The Lessor shall cause the Servicer to dispose of a Rejected Vehicle described in sub-paragraph (i) above (including by returning such Rejected Vehicle to the seller thereof in accordance with the terms of the applicable Vehicle Purchasing Agreement) in accordance with Sub-Clause 6.2 ( Servicer Functions ).

(f)

Third party representative . In making, delivering (which includes, for the avoidance of doubt, electronic delivery), receiving and/or accepting declarations pursuant to this Clause 2.1 ( Lease of Vehicles ), the Lessor and any Lessee may be represented by a duly authorised ( bevollmächtigt ) third party service provider acting in the name and on behalf of the Lessor or the applicable Lessee, respectively. The parties hereto agree that:


(i)	each party so represented shall deliver to the respective other party the relevant original power of attorney or the original of the relevant servicing contract containing such power of attorney, at the time of or prior to the direct declaration made, delivered (which includes, for the avoidance of doubt, electronic delivery), received and/or accepted on behalf of it;


(ii)	each party so represented shall promptly notify the respective other party of any amendments of such power of attorney;


(iii)	the Lessor may only be represented by third party service providers incorporated in, and acting from, a jurisdiction other than Germany; and


(iv)	each party shall procure that its respective service provider shall not sub-delegate its authority to any other Person.

(g)

Indemnity . Each Lessee shall indemnify the Lessor in respect of any Liabilities which the Lessor may suffer in circumstances where the Lessor has purchased a Vehicle or Vehicles under an Individual Purchase Agreement (as defined pursuant to the German Master Fleet Purchase Agreement) and a lease is not entered into by the date on which the Lessor pays the purchase price for such Vehicle or Vehicles (including, without limitation, where a lease is not entered into because the conditions precedent in Clause 2.1(c) ( Conditions Precedent to Lease of Leased Vehicles ) are not satisfied).


2.2	Certain Transfers


(a)	Sales to Lessee. The Lessor may sell a Lease Vehicle during such Lease Vehicle’s Vehicle Term to the relevant Lessee for an amount equal to the market value of such Lease Vehicle.

(b)

Intra-Lease Transfers . From time to time, a particular Lessee (the “ Transferor Lessee ”) may desire to cease leasing a Lease Vehicle hereunder and another Lessee (the “ Transferee Lessee ”) may desire to commence leasing such Lease Vehicle hereunder. Upon delivery by such Lessees to the Lessor of written notice identifying by VIN each Lease Vehicle with respect to which the lease shall be so transferred from such Transferor Lessee to such Transferee Lessee (such notice, an “ Intra-Lease Lessee Transfer Schedule ”), each Lease Vehicle identified in such Intra-Lease Lessee Transfer Schedule shall cease to be leased by the Transferor Lessee and shall contemporaneously commence being leased from the Lessor to the Transferee Lessee, provided that such transfer does not result in the breach of any prescribed limits relating to Lease Vehicles set out in the Related Documents. Each Lessee agrees that upon such a transfer of the lease with respect to any Lease Vehicle from one Lessee to another Lessee pursuant to this Agreement, such Transferor Lessee relinquishes all rights that it has under such lease with respect to such Lease Vehicle pursuant to this Agreement. Each Intra-Lease Lessee Transfer Schedule may be delivered electronically and may be delivered directly by either the applicable Transferor Lessee or the applicable Transferee Lessee or on behalf of either such party by any agent or designee of such party, provided the Transferor Lessee and the Transferee Lessee shall have separately agreed to such Intra-Lease Lessee Transfer Schedule and, with respect to such agreement, may not be represented by the same agent.


2.3	[Reserved]


2.4	Return

(a)

Lessee Right to Return . Any Lessee may return any Lease Vehicle (other than any Lease Vehicle that has experienced a Casualty or become an Ineligible Vehicle) then leased by such Lessee at any time prior to such Lease Vehicle’s Maximum Lease Termination Date to the Servicer at the location for such Lease Vehicle’s return reasonably specified by the Servicer; provided that, for the avoidance of doubt, the Vehicle Term for such Lease Vehicle will continue until the Vehicle Lease Expiration Date thereof, notwithstanding the prior return of such Lease Vehicle pursuant to this Sub-Clause 2.4(a) ( Lessee Right to Return ).


(b)	Lessee Obligation to Return . Each Lessee shall return each Lease Vehicle leased by such Lessee on or prior to such Lease Vehicle’s Maximum Lease Termination Date to the Servicer at the location for such Lease Vehicle’s return reasonably specified by the Servicer (taking into account transportation costs and expected realizable disposition proceeds).


2.5	Redesignation of Vehicles


(a)	Mandatory Program Vehicle to Non-Program Vehicle Redesignations . With respect to any Lease Vehicle that is a Program Vehicle leased by any Lessee hereunder as of any date of determination, the Lessor shall on the date specified in Sub-Clause 2.5(d) ( Timing of Redesignations ) redesignate such Lease Vehicle as a Non-Program Vehicle, if:


(i)	a Manufacturer Event of Default is continuing with respect to the Manufacturer of such Lease Vehicle as of such date; or

(ii)

(b)

(c)

(d)

to any redesignation to be effected pursuant to Sub-Clause 2.5(b) ( Optional Program Vehicle to Non-Program Vehicle Redesignations ) or 2.5(c) ( Non-Program Vehicle to Program Vehicle Redesignations ), such redesignation shall occur as of the first calendar day of the calendar month immediately following the calendar month of the date written notice was delivered by the applicable Lessee of such redesignation.

(e)

(f)


(i)	no payment shall be required to be made and no payment may be made by the Lessor pursuant to this Sub-Clause 2.5(f) ( Non-Program Vehicle to Program Vehicle Redesignation Payments ) to the extent that an Amortization Event or a Potential Amortization Event exists or would be caused by such payment;


(ii)	the amount of any such payment to be made by the Lessor on any such date shall be capped at and be paid from (and the obligation of the Lessor to make such payment on such date shall be limited to) the amount of funds available to the Lessor on such date; and


(iii)	if any such payment from the Lessor is limited in amount pursuant to the foregoing paragraph (i) or (ii), the Lessor shall pay to such Lessee the funds available to the Lessor on such Payment Date and shall pay to such Lessee on each Payment Date thereafter the amount available to the Lessor until such Redesignation to Program Amount has been paid in full to such Lessee.


2.6	No set-off or counterclaim

Each Lessee’s obligation to pay all rent and other sums hereunder shall not be subject to any setoff or counterclaim, unless such claims against which such setoff is to be made have become final adjudicated ( rechtskräftig festgestellt ) or remained uncontested ( unbestritten ) by the Lessor.


3	TERM


3.1	Vehicle Term


(a)	Vehicle Lease Commencement Date . The “ Vehicle Lease Commencement Date ” with respect to any Lease Vehicle shall mean the date referenced in the applicable Lease Vehicle Acquisition Schedule with respect to such Lease Vehicle, provided that:


(i)	in respect of Lease Vehicles which were leased under the Terminated German Master Lease, such date shall be the Closing Date; and

(ii)

in respect of Lease Vehicles to be leased pursuant to this Agreement and which were not leased under the Terminated German Master Lease, in no event shall such date be a date later than (i) the date that funds are expended by German FleetCo to acquire such Lease Vehicle or (ii) if earlier, the date on which the Lease Vehicle is delivered (such date of payment, the “ Vehicle Funding Date ” for such Lease Vehicle).


(b)	Vehicle Term for Lease Vehicles . The “ Vehicle Term ” with respect to each Lease Vehicle shall extend from the Vehicle Lease Commencement Date through the earliest of:


(i)	the Disposition Date with respect to such Lease Vehicle;


(ii)	if such Lease Vehicle becomes a Rejected Vehicle, the Rejection Date with respect to such Rejected Vehicle;


(iii)	the date that is the last Business Day of the month that is:


(A)	24 months in the case of Lease Vehicles other than vans, light-duty or heavy-duty trucks or Service Vehicles;


(B)	48 months in the case of vans, light-duty or heavy-duty trucks (other than Service Vehicles); or


(C)	60 months in the case of Service Vehicles,

in each case, after the month in which the Lease Commencement Date occurs with respect to such Lease Vehicle,

(the earliest of such three dates being referred to as the “ Vehicle Lease Expiration Date ” for such Lease Vehicle).


(c)	[Reserved]


(d)	Lease Vehicles with Multiple Vehicle Terms . For the avoidance of doubt, with respect to any Lease Vehicle that experiences more than one Vehicle Term pursuant to this Agreement, each such Vehicle Term with respect to such Lease Vehicle will be treated as an independent Vehicle Term for all purposes hereunder.


3.2	German Master Lease Term

The “ Lease Commencement Date ” shall mean the Closing Date. The “ Lease Expiration Date ” shall mean the later of (i) the date of the final payment in full of the German Notes and (ii) the Vehicle Lease Expiration Date for the last Lease Vehicle leased by a Lessee hereunder. The “ Term ” of this Agreement shall mean the period commencing on the Lease Commencement Date and ending on the Lease Expiration Date.


4	RENT AND LEASE CHARGES

Each Lessee will pay Rent due and payable on a monthly basis as set forth in this Clause 4 ( Rent and Lease Charges ).


4.0	Additional Rent on the First Payment Date

With respect to the Payment Date falling on 26 November 2018 only, the Monthly Base Rent or Monthly Variable Rent, as applicable, shall also include an amount determined by the Servicer in its reasonable discretion to reflect the depreciation and carrying charges accrued prior to the Closing Date which would have been payable by the Lessee in respect of each relevant Lease Vehicle in accordance with the German Prior Lease had such lease not been terminated on the Closing Date.


4.1	Depreciation Records and Depreciation Charges

On each Business Day, the Lessor shall establish or cause to be established the Depreciation Charge with respect to each Lease Vehicle, and the Lessor shall maintain, and upon request by a Lessee, deliver or cause to be delivered to such Lessee a record of such Depreciation Charges (such record, the “ Depreciation Record ”) with respect to each Lease Vehicle leased by such Lessee as of such date, the delivery of which may be satisfied by the Lessor posting or causing to be posted such depreciation records to a password-protected website made available to such Lessee or by any other reasonable means of electronic transmission (including, without limitation, email or other file transfer protocol), and may be made directly by the Lessor or on its behalf by any agent or designee of the Lessor.


4.2	Monthly Base Rent


4.3	Final Base Rent


4.4	Program Vehicle Depreciation Assumption True-Up Amount


4.5	Monthly Variable Rent


(a)	the product of:


(i)	the sum of:


(A)	all interest that has accrued on the German Notes during the Interest Period for the German Notes ending on the second Business Day immediately preceding the Determination Date immediately preceding such Payment Date, plus


(B)	all German Carrying Charges with respect to such Payment Date, and


(ii)	the quotient (the “ VR Quotient ”) obtained by dividing:


(A)	the Net Book Value of such Lease Vehicle as of the last day of such Related Month (or, if earlier, the Disposition Date with respect to such Lease Vehicle) by


(B)	the aggregate Net Book Value as of the last day of such Related Month (or, in any such case, if earlier, the Disposition Date of such Lease Vehicle) of all such Lease Vehicles leased by the Lessor to the Lessees.

(b)

The total amount of Base Rent and Monthly Variable Rent payable by the Lessee to the Lessor on each Payment Date shall be adjusted by an amount (positive or negative) as reasonably determined by the Servicer to result in the net income and gains, of the Lessor for the Related Month, calculated in accordance with GAAP, taking into account, inter alia, (i) all interest expenses and other expenses of such Lessor (including, for the avoidance of doubt, such interest and other expenses paid and accrued but not yet paid) (in accordance with GAAP) and (ii) any losses or gains realised as of the last day of the Related Month in respect of the disposal of Non-Program Vehicles by (or on behalf of) the Lessor during such Related Month being equal to one twelfth of the German Minimum Profit Amount (the “ Rental Adjustment ”) provided that the Rental Adjustment shall not result in the total amount of Base Rent and Monthly Variable Rent being reduced below such amount as is required by the Lessor to make any payments to third parties (including without limitation in respect of interest and other amounts payable to the German Noteholder under the German Note) on such Payment Date.


4.6	Casualty; Ineligible Vehicles

and (ii) such Lessee shall be entitled to any physical damage insurance proceeds applicable to such Lease Vehicle.


4.7	Payments

4.7.1

Subject to 4.5(b), on each Payment Date and with respect to the Related Month thereto, after giving full credit for any prepayments made pursuant to Sub-Clause 4.9 ( Prepayments ), each Lessee shall pay to the Lessor an amount equal to the sum of the following amounts with respect to each Lease Vehicle leased by such Lessee hereunder to the last day of such Related Month (other than any Lease Vehicle the Disposition Date for which occurred during such Related Month):


(a)	the Monthly Base Rent with respect to such Lease Vehicle as of such Payment Date, plus


(b)	the Pre-VLCD Program Vehicle Depreciation Amount with respect to such Lease Vehicle, if any, plus


(c)	if the Program Vehicle Depreciation Assumption True-Up Amount owing with respect to such Lease Vehicle as of such Payment Date is a positive number, then such Program Vehicle Depreciation Assumption True-Up Amount minus all amounts previously paid by the applicable Lessee in respect of such Program Vehicle Depreciation Assumption True-Up Amount, plus


(d)	the Monthly Variable Rent with respect to such Lease Vehicle as of such Payment Date, plus


(e)	the Redesignation to Non-Program Amount, if any, with respect to such Lease Vehicle for such Payment Date.

4.7.2

Subject to 4.5(b), on each Payment Date and with respect to the Related Month thereto, after giving full credit for any prepayments made pursuant to Sub-Clause 4.9 ( Prepayments ), each Lessee shall pay to the Lessor an amount equal to the sum of the following amounts with respect to each Lease Vehicle leased by such Lessee hereunder as of any day during such Related Month and the Disposition Date for which occurred during such Related Month:


(a)	the Casualty Payment Amount with respect to such Lease Vehicle, if any, plus


(b)	the Final Base Rent with respect to such Lease Vehicle, if any, plus


(c)	the Program Vehicle Special Default Payment Amount with respect to such Lease Vehicle, if any, plus


(d)	the Non-Program Vehicle Special Default Payment Amount with respect to such Lease Vehicle, if any, plus


(e)	the Early Program Return Payment Amount with respect to such Lease Vehicle, if any, plus


(f)	the Monthly Variable Rent owing with respect to such Lease Vehicle for such Payment Date.


4.8	Making of Payments


(a)	All payments hereunder shall be made by the applicable Lessee, or by the Servicer or one or more of its Affiliates on behalf of such Lessee, to, or for the account of, the Lessor in immediately available funds.


(b)	All such payments shall be deposited into the German Collection Account (German Branch) not later than 12:00 noon, London time, on such Payment Date.


(c)	If any Lessee pays less than the entire amount of Rent (or any other amounts) due on any Payment Date, after giving full credit for all prepayments made pursuant to Sub-Clause 4.9 ( Prepayments ) with respect to amounts due on such Payment Date, then the payment received from such Lessee in respect of such Payment Date shall be first applied to the Monthly Variable Rent due on such Payment Date.

(d)

In the event any Lessee fails to remit payment of any amount due under this Agreement on or before the Payment Date or when otherwise due and payable hereunder, the amount not paid will be considered delinquent and such Lessee shall pay default interest with respect thereto at a rate equal to (i) the effective interest rate payable by German FleetCo on any overdue amounts owed by German FleetCo with respect to the German Notes or (ii) if no such interest is payable by German FleetCo, EURIBOR plus 1.0%, during the period from the Payment Date on which such delinquent amount was payable until such delinquent amount (with accrued interest) is paid.


(e)	EUR is the currency of account payment for any sum due from one party to another under this Agreement.


(f)	Tax gross-up :


(i)	Each Lessee shall make all payments to be made by it under this Agreement without any Tax Deduction, unless a Tax Deduction is a Requirement of Law.


(ii)	Each Lessee shall, promptly upon becoming aware that it is required to make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lessor and the German Security Trustee accordingly.


(iii)	If any Lessee is required by law to make a Tax Deduction, the amount of the payment due by such Lessee shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due to the payee if no Tax Deduction had been required.


(iv)	If any Lessee is required to make a Tax Deduction, such Lessee shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.


(v)	Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, each Lessee shall deliver to the Lessor and the German Security Trustee evidence reasonably satisfactory to the Lessor that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant Tax Authority.


4.9	Prepayments


4.10	Ordering and Delivery Expenses

same have not been included in the Capitalized Cost of such Lease Vehicle, as such inclusion or exclusion has been reasonably determined by the Servicer.


4.11	[Reserved]


5	VEHICLE OPERATIONAL COVENANTS


5.1	[Reserved]

5.1.1

Maintenance and Repairs . With respect to any Lessee and the Lease Vehicles leased by such Lessee hereunder, such Lessee shall pay for all maintenance and repairs. Each Lessee will pay, or cause to be paid, all usual and routine expenses incurred in the use and operation of Lease Vehicles leased by such Lessee hereunder including, but not limited to, fuel, lubricants, and coolants. Any improvements or additions to any Lease Vehicles shall become and remain the property of the Lessor, except that any addition to any Lease Vehicle made by any Lessee shall remain the property of such Lessee if such addition can be disconnected from such Lease Vehicle without impairing the functioning of such Lease Vehicle or its resale value, excluding such addition.


5.1.2	Insurance . Each Lessee shall:

(a)

unless at any time the Lessor shall otherwise expressly consent in writing, maintain insurances on and in relation to its business and assets against such risks and to such extent as is usual for companies carrying on business such as that carried on by the Lessee until the date on which the Lessee has returned all Lease Vehicles delivered to the Lessee under this Agreement to the Lessor, including insurance coverage which is a Requirement of Law in the jurisdictions of the following parties, for the Lessor, the German Security Trustee, the Issuer Security Trustee, itself and in the case of Motor Third Party Liability Cover (as defined below) any other jurisdiction where the Lease Vehicle is physically located, including providing protection against:


(i)	liability in respect of bodily injury or death caused to third parties; and/or


(i)	loss or damage to property belonging to third parties,

in each case arising out of the use of any Lease Vehicle at or above any applicable minimum limits of indemnity and/or liability imposed by law (the “ Motor Third Party Liability Cover ”) ( Kfz-Haftpflichtversicherung ) and, together with the aforementioned insurances, the “ Insurance Policies ”), in each case with licensed insurance companies or underwriters in accordance with the Lessee's customary practice;


(iii)	upon knowledge of the occurrence of an event giving rise to a claim under any of the Insurance Policies, arrange for a claim to be filed with the relevant insurance company or underwriters and provide assistance in attempting to bring the claim to a successful conclusion;


(iv)	ensure that the Insurance Policies are renewed or (as the case may be) replaced in a timely manner and shall pay premiums promptly and in accordance with the requirements of the relevant Insurance Policy;


(v)	notify the Lessor and the German Security Trustee of any material changes to either a Lessee’s or the Lessor’s insurance coverage under any of the Insurance Policies;


(vi)	promptly notify the Lessor and the German Security Trustee of:


(A)	any notice of threatened cancellation or avoidance of any of the Insurance Policies received from the relevant insurer; and


(B)	any failure to pay premiums to the insurer or broker in accordance with the terms of any such Insurance Policies;

(vii)


(viii)	retain custody of the original Insurance Policy documents and any correspondence regarding claims in respect of any of the Insurance Policies affecting the Lessor and shall supply the original Insurance Policy documents only (but not any claims correspondence) to the German Liquidation Co-ordinator and (if so requested) supply the Lessor and the German Security Trustee with copies thereof; and

(ix)


5.1.3	Ordering and Delivery Expenses . Each Lessee shall be responsible for the payment of all ordering and delivery expenses as set forth in Sub-Clause 4.10 ( Ordering and Delivery Expenses ).

5.1.4

Fees; Traffic Summonses; Penalties and Fines . With respect to any Lessee and the Lease Vehicles leased by such Lessee hereunder, and notwithstanding the fact that the Lessor is the legal owner of any German Vehicle, each Lessee shall be responsible for the payment of all registration fees, title fees, license fees or other similar governmental fees and taxes, including German motor vehicle tax ( Kraftfahrzeugsteuer ), all costs and expenses in connection with registration of the Lease Vehicles, the transfer of title of, or reflection of the interest of any security holder in, any Lease Vehicle, traffic summonses, penalties, judgments and fines incurred with respect to any Lease Vehicle during the Vehicle Term for such Lease Vehicle or imposed during the Vehicle Term for such Lease Vehicle by any Governmental Authority with respect to such Lease Vehicles and any premiums relating to any of the Insurance Policies under Sub-Clause 5.1.2 ( Insurance ) above, in connection with such Lessee’s operation of such Lease Vehicles. The Lessor may, but is not required to, make any and all payments pursuant to this Sub-Clause 5.1.4 ( Fees; Traffic Summonses; Penalties and Fines ) on behalf of such Lessee, provided that, such Lessee will reimburse the Lessor in full for any and all payments made pursuant to this Sub-Clause 5.1.4.


5.1.5	Registration of Vehicles . The relevant Lessee and the Servicer shall, with respect to all Vehicles which are intended to be leased to the Lessees pursuant to the terms of this Agreement:


(a)	procure the registration of the Lessee as the registered keeper ( Halter ) of the Vehicles during the relevant Vehicle Term within any applicable time limits for such registration (and in each case arranging for the payment of all applicable registration costs to be for the account of the relevant Lessee pursuant to Sub-Clause 5.1.4 ( Fees; Traffic Summonses; Penalties and Fines );


(b)	if requested by the Lessor, co-operate in the registration of any other Person as keeper ( Halter ) of any Vehicle leased by such Lessee following effective delivery of a German Acceleration Notice; and


(c)	if requested by the Lessor, co-operate in the registration of any other Person as keeper ( Halter ) of any Vehicle following the applicable Lease Expiration Date or following the Vehicle Lease

Expiration Date except where such Vehicle has become a Casualty or an Ineligible Vehicle and title has been transferred to the relevant Lessee.

5.1.6

Licences, authorizations, consents and approvals . Each Lessee shall obtain and maintain for so long as it leases Lease Vehicles hereunder, all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and for the purposes of the transactions contemplated by this Agreement, except to the extent that the failure is not reasonably likely to result in a Material Adverse Effect.


5.1.7	Landlord’s lien. Each Lessee shall use reasonable efforts to discharge any lien or pledge created in favour of a vehicle garage which is in possession of any Lease Vehicle in relation to any maintenance work.


5.2	Vehicle Use

5.2.1

Each Lessee may use Lease Vehicles leased hereunder in connection with its car rental business, including use by such Lessee’s and its subsidiaries’ employees, directors, officers, agents, representatives and other business associates in their personal or professional capacities, subject to Sub-Clause 6.2 ( Servicer Functions ), Sub-Clause 8.7 ( Preservation of rights ) and Clause 9 ( Default and Remedies Therefor ) hereof and Sub-Clause 10.2 ( Rights of the German Security Trustee upon Amortization Event or Certain Other Events of Default ) of the German Facility Agreement. Each Lessee agrees to possess, operate and maintain each Lease Vehicle leased to it in a manner consistent with how such Lessee would possess, operate and maintain such Vehicle were such Lessee the owner of such Lease Vehicle.


5.2.2	In addition to the foregoing, each Lessee may sublet Lease Vehicles to any of:

(A)

any Person(s), so long as (i) the sublease of such Lease Vehicles satisfies the Non-Franchisee Third Party Sublease Contractual Criteria, (ii) the Lease Vehicles being subleased are being used in connection with such Person(s)’ business and (iii) the aggregate Net Book Value of the Lease Vehicles being subleased at any one time pursuant to this Sub-Clause 5.2.2(A) ( Vehicle Use ) does not exceed one (1) per cent of the aggregate Net Book Value of all Lease Vehicles being leased under this Agreement at such time;

(B)

any franchisee of any Affiliate of any Lessee (and which franchisee, for the avoidance of doubt, may be an Affiliate of any Lessee), so long as (i) the sublease of such Lease Vehicles satisfies the Franchisee Sublease Contractual Criteria, (ii) such franchisee meets the normal credit and other approval criteria for franchises of such Affiliate and (iii) the aggregate Net Book Value of the Lease Vehicles being subleased pursuant to this Sub-Clause 5.2.2(B) ( Vehicle Use ) at any one time does not exceed five (5) per cent of the aggregate Net Book Value of all Lease Vehicles being leased under this Agreement at such time;

(C)

any Affiliate of any Lessee, so long as (i) the sublease of such Lease Vehicles to such Affiliate states in writing that it is subject to the terms and conditions of this Agreement and is subordinate in all respects to this Agreement, (ii) the Lease Vehicles being so subleased are being used in connection with such Affiliate’s business, including use by such Affiliate’s and its subsidiaries’ employees, directors, officers, agents, representatives and other business associates in their personal or professional capacities, provided that no amendments are made to the registration of the Lessee as the registered keeper ( Halter ) of the Vehicles and (iii) the aggregate Net Book Value of the Lease Vehicles being subleased at any one time pursuant to this Sub-Clause 5.2.2(C) ( Vehicle Use ) does not exceed five (5) per cent. of the aggregate Net Book Value of all Lease Vehicles being leased under this Agreement; and


(D)	any Affiliate of any Lessee located in a jurisdiction different than the jurisdiction where the Lessee is located, so long as (i) the sublease of such Lease Vehicles to such Affiliate states in writing that it is subject to the terms and conditions of this Agreement and is subordinate

in all respects to this Agreement, (ii) the Lease Vehicles being so subleased are being used in connection with such Affiliate’s business, including use by such Affiliate’s and its subsidiaries’ employees, directors, officers, agents, representatives and other business associates in their personal or professional capacities, provided that no amendments are made to the registration of the Lessee as the registered keeper ( Halter ) of the Vehicles and (iii) the aggregate Net Book Value of the Lease Vehicles being subleased at any one time pursuant to this Sub-Clause 5.2.2(D) ( Vehicle Use ) does not exceed one (1) per cent. of the aggregate Net Book Value of all Lease Vehicles being leased under this Agreement.

On the first day of each calendar month, each Lessee shall deliver to the Servicer a list identifying each Lease Vehicle subleased by such Lessee pursuant to the preceding paragraphs (C) and (D) and the sublessee of each such Lease Vehicle, in each case, as of the last day of the immediately preceding calendar month, each of which deliveries will be satisfied by the Servicer having actual knowledge of each such subleased Lease Vehicle and the related sublessee to whom such Lease Vehicle was then being subleased.

The sublease of any Lease Vehicles permitted by this Clause 5 ( Vehicle Operational Covenants ) shall not release any Lessee from any obligations under this Agreement.


5.3	Non-Disturbance

With respect to any Lessee, so long as such Lessee satisfies its obligations hereunder, its quiet enjoyment, possession and use of the Lease Vehicles will not be disturbed during the Term subject, however, to Sub-Clause 6.2 ( Servicer Functions ), Sub-Clause 8.7 ( Preservation of rights ) and Clause 9 ( Default and Remedies Therefor ) hereof and except that the Lessor and the German Security Trustee each retain the right, but not the duty, to inspect the Lease Vehicles leased by such Lessee without disturbing such Lessee’s business.


5.4	Manufacturer’s Warranties

If a Lease Vehicle is covered by a Manufacturer’s warranty, the relevant Lessee, during the Vehicle Term for such Lease Vehicle, shall have the right to make any claims under such warranty that the Lessor could make.


5.5	Program Vehicle Condition Notices


6	SERVICER FUNCTIONS AND COMPENSATION


6.1	Servicer Appointment

German FleetCo has appointed the Servicer in accordance with this Agreement to provide the services in accordance with the terms of this Agreement and the Servicer has accepted such appointment. In connection with the rights, powers and discretions conferred on the Servicer under this Agreement, the Servicer shall have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary in relation to the exercise of such rights, powers and discretions in respect of the performance of the relevant services.


6.2	Servicer Functions

(a)

With respect to any Lease Vehicle returned by any Lessee pursuant to Sub-Clause 2.4 ( Return ), the Servicer shall direct such Lessee as to the return location with respect to such Lease Vehicle. The Servicer shall act as the Lessor’s agent in returning or otherwise disposing of each Lease Vehicle on the Vehicle Lease Expiration Date with respect to such Lease Vehicle, in each case in accordance with the Servicing Standard. In the event the Servicer is the Lessee, the Lessee shall act in its own capacity when returning any Program Vehicle to the Manufacturer pursuant to the applicable Manufacturer Program.

(b)

(c)

With respect to any Lease Vehicle that is (i) a Non-Program Vehicle and is returned to or at the direction of the Servicer pursuant to Sub-Clause 2.4 ( Return ) or (ii) becomes a Rejected Vehicle, the Servicer shall, subject to the direction of the Lessor, use commercially reasonable efforts, at its own expense, to arrange for the sale of each Non-Program Vehicle to a third party and maximise the sale price thereof (having regard to the then current wholesale or, where the context requires, retail market value of such Non-Program Vehicles). In the event that the sale price is proposed to be at a price which is outside of the guidelines agreed with the Lessor, the Servicer shall seek for approval by the Lessor such that the Lessor either confirms that such sale complies with any guidelines agreed between the Lessor and the Servicer in this respect or any individual instructions from the Lessor.

(d)


(e)	Upon the occurrence of a Liquidation Event, the Servicer shall dispose of any Lease Vehicles in accordance with the instructions of the Lessor or the German Security Trustee. To the extent the Servicer fails to so dispose of any such Lease Vehicles, the Lessor and the German Security Trustee shall have the right to otherwise dispose of such Lease Vehicles.


(f)	In each case, in accordance with the Servicing Standard, the Servicer shall:


(i)	if a Program Vehicle or a Non-Program Vehicle is sold to a third party, direct that the funds paid for such Vehicle by the purchaser are deposited into the German Collection Account;


(ii)	comply with all Requirements of Law and (in respect of a Program Vehicle) all requirements under the relevant agreements relating to the Manufacturer Program (each, a “ Program Agreement ”) with respect to each Vehicle in connection with the transfer of ownership by the Lessor of such Vehicle, including, without limitation, any warranty or servicing booklet;


(iii)	assist the Lessor in managing the on-going operation of the Vehicle Purchasing Agreements, including, without limitation:


(A)	where required under a Program Agreement, arrange for the furnishment and repair of Program Vehicles (or, as the case may be, agree damage costs payable) in accordance with the return standards of the respective Program Agreement prior to or (as the case may be) following the inspection of the Program Vehicles by the Manufacturer or Dealer (which cost shall be charged to the Lessee);


(B)	verify or (as the case may be) countersign the inspection report in respect of the Program Vehicles in accordance with the terms of the Program Agreement (including, without limitation, upon consolidation with the Lessor, assist the Lessor with exercising the right to dispute any items in the inspection report);


(C)	maintain all German Vehicle Documents and, where permitted under the Vehicle Purchasing Agreement, allow the relevant Manufacturer, Dealer or their agents access to such records; and


(D)	assist the Lessor with filing claims with the relevant Manufacturer, Dealer or transporter for damage in transit and other delivery claims related to the Vehicles; and


(iv)	otherwise administer and service the Lease Vehicles; and


(v)	subject to Clause 2.5(a) (Mandatory Program Vehicle to Non-Program Vehicle Redesignation ), comply with any obligation to return vehicles to the Manufacturer in accordance with the relevant Manufacturer Program.

(g)

The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder (including, without limitation, the related Sub-Servicers, if any, applied pursuant to Sub-Clause 6.7 ( Sub-Servicers ) below) to do any and all things in connection with its servicing and administration duties that it may deem necessary or desirable to accomplish such servicing and administration duties and that does not materially adversely affect the interests of the Lessor or the Noteholders. Any permissive right of the Servicer contained in this Agreement shall not be construed as a duty.


(h)	In each case, in accordance with the Servicing Standard, the Servicer shall:


(i)	monitor compliance by the Lessee of its obligations under Clause 5.1.2 ( Insurance ). If the Insurance Policies are not maintained by the Lessee, the Servicer shall, if required to do so by the Lessor, make arrangements in respect of the relevant Insurance Policy, as contemplated by Clause 5.1(a)(vii) ( Insurance );


(ii)	upon knowledge of the occurrence of an event giving rise to a claim of the Lessor or the Servicer under any of the Insurance Policies, the Servicer shall assist the Lessor in filing the Lessor’s claim or arrange for the Servicer’s claim to be filed with the relevant insurance company or underwriters and provide assistance in attempting to bring the claim to successful conclusion; and


(iii)	ensure that the Insurance Policies are renewed or (as the case may be) replaced in a timely manner in accordance with the requirements of the relevant Insurance Policy.

(i)

The Lessor shall, in accordance with the Servicing Standard and to the extent permitted by law, furnish the Servicer with all such information as the Servicer may require to enable it, to the extent permitted by law, to prepare any tax return for tax purposes in Germany (if necessary). The Servicer shall, to the extent permitted by law, provide the Lessor with all such administrative assistance as is necessary in relation to compliance by the Lessor with German tax legislation (including the preparation of tax returns for the purposes of German tax).


(j)	The Servicer shall, to the extent permitted by law, provide the Lessor with administrative assistance in relation to compliance by the Lessor with relevant VAT legislation in Germany (including, without limitation, assistance in relation to the preparation and filing of VAT returns and the issue of VAT invoices).

(k)

The Servicer shall, to the extent permitted by law, assist the Lessor with any of its duties and obligations which may arise under the relevant regulatory and/or administrative law, including the preparation of the notification of the competent commercial regulatory authority ( Gewerbeaufsichtsamt ) if required under Section 14 of the German Trade, Commerce and Industry Regulation Act ( Gewerbeordnung ), on a prompt and timely basis to enable the Lessor to perform its obligations under the Related Documents and conduct its business.


(l)	Upon becoming aware of the same, the Servicer shall promptly notify the Lessor and the German Security Trustee of any litigation instituted against the Lessor in which it is alleged that the Lessor has breached the terms of any applicable law or regulation.


(m)	The Servicer shall:


(i)	keep or procure that the German Vehicle Documents are kept in safe custody;


(ii)	inform the German FleetCo of the location at which the German Vehicle Documents are kept promptly after the date of this Agreement and promptly notify the German FleetCo and the German Security Trustee of any changes to such location effected thereafter; and


(iii)	keep the German Vehicle Documents in such manner as to ensure each is uniquely identifiable and distinguishable, by a reference number, from the records and other documents which relate to other agreements which are held by or on behalf of the Servicer.

(n)

The Servicer shall, subject to any applicable Requirement of Law, permit the German FleetCo and (following the delivery of a Master Lease Termination Notice or a Lease Event of Default which is continuing and is not remedied or waived) the German Security Trustee and any other Person reasonably nominated by the German FleetCo and (following the delivery of a Master Lease Termination Notice or a Lease Event of Default which is continuing and is not remedied or waived) the German Security Trustee at any time during normal business hours upon reasonable notice to have access to the German Vehicle Documents and the Servicer Records.


6.3	Required Contractual Criteria

The Servicer shall, prior to the expiry of a Vehicle Purchasing Agreement to which German FleetCo is a party, commence negotiations with the relevant Manufacturers and Dealers on behalf of German

FleetCo to renew such Vehicle Purchasing Agreement (where a renewal of the Vehicle Purchasing Agreement is sought) and in circumstances where entry into a Vehicle Purchasing Agreement with a new Manufacturer or Dealer is sought (subject to the conditions below) the Servicer shall negotiate the terms of such new Vehicle Purchasing Agreement on behalf of German FleetCo including, without limitation, the Required Contractual Criteria (or seeking a waiver from the German Security Trustee in relation to any deviations from the Required Contractual Criteria, provided that the German Security Trustee shall not under any circumstance grant a waiver in respect of a deviation from the substance of paragraphs 1.4 and 1.5 of the Required Contractual Criteria). The German Security Trustee shall grant a waiver in respect of any deviation from paragraph 1.3 of the Required Contractual Criteria such that the bonus payments or other amounts described in paragraph 1.3 of the Required Contractual Criteria are to be payable to or for the account of German FleetCo, provided that each of the following requirements is met:


(a)	it receives the approval of the German Security Trustee acting at the written direction of the Issuer Security Trustee, itself acting at the written direction of the Required Noteholders; and


(b)	subject to usual qualifications or reservations, the Servicer provides the German Security Trustee with satisfactory legal, taxation and accounting reports or opinions establishing that the deviation will not affect the insolvency remoteness of German FleetCo nor materially increase the tax liability of German FleetCo.


6.4	Servicing Standard and Data Protection

In addition to the duties enumerated in Sub-Clause 6.2 ( Servicer Functions ) and 6.3 ( Required Contractual Criteria ), the Servicer agrees to perform each of its obligations hereunder in accordance with the Servicing Standard, unless otherwise stated.

To the extent that, in the context of this Agreement, the Lessor receives any personal data from the Servicer or the Servicer receives any personal data from the Lessor, the receiving party shall process such personal data only for the purposes of this Agreement and shall comply with applicable data protection laws (in particular, with the European General Data Protection Regulation 2016/679) when processing such personal data.


6.5	Servicer Acknowledgment

The parties to this Agreement acknowledge and agree that Hertz Autovermietung GmbH acts as Servicer of the Lessor pursuant to this Agreement, and, in such capacity, as the agent of the Lessor, for purposes of performing certain duties of the Lessor under this Agreement and the German Related Documents.


6.6	Servicer’s Monthly Fee

(a)

As compensation for the Servicer’s performance of its duties, the Lessor shall pay to or at the direction of the Servicer on each Payment Date (i) a fee (the “ German Monthly Servicing Fee ”) equal to 0.50% per annum, payable at one-twelfth the annual rate, on the outstanding Net Book Value of the Lease Vehicles as of the last day of the Related Month with respect to such Payment Date and (ii) the reasonable costs and expenses of the Servicer incurred by it during the Related Month as a result of arranging for the sale of Lease Vehicles returned to the Lessor in accordance with Sub-Clause 2.4(a) ( Lessee Right to Return ); provided, however, that such costs and expenses shall only be payable to or at the direction of the Servicer to the extent of any excess of the sale price received by or on behalf of the Lessor for any such Lease Vehicle over the Net Book Value thereof.


(b)	All payments required to be made by any party under this Agreement shall be calculated without reference to any set-off or counterclaim and shall be made free and clear of and

without any deduction for or on account of any set-off or counterclaim, except that (i) any fees and expenses or other amounts due and payable by the Lessor to the Servicer shall be set-off against (ii) any amount owed by the Servicer in such capacity (or as Lessee) to the Lessor at such time under this Agreement.


6.7	Sub-Servicers


(a)	the Servicer shall maintain up-to-date records of the Servicer’s obligations as Servicer which have been delegated to any Sub-Servicer, and such records shall contain the name and contact information of the Sub-Servicer;


(b)	in delegating any of its obligations as Servicer to a Sub-Servicer, the Servicer shall act as principal and not as an agent of the Lessor and shall use reasonable skill and care in choosing a Sub-Servicer;


(c)	the Servicer shall not be released or discharged from any liability under this Agreement, and no liability shall be diminished, and the Servicer shall remain primarily liable for the performance of all of the obligations of the Servicer under this Agreement;


(d)	the performance or non-performance and the manner of performance by any Sub-Servicer of any of the obligations of the Servicer as Servicer shall not affect the Servicer’s obligations under this Agreement and the Sub-Servicer shall be appropriately licensed to perform any such obligations;


(e)	any breach in the performance of the Servicer’s obligations as Servicer by a Sub-Servicer shall be treated as a breach of this Agreement by the Servicer, subject to the Servicer being entitled to remedy such breach for a period of fourteen (14) Business Days of the earlier of:


(i)	the Servicer becoming aware of the breach; and


(ii)	receipt by the Servicer of written notice from the Lessor or the German Security Trustee requiring the same to be remedied; and


(f)	neither the Lessor nor the German Security Trustee shall have any liability for any act or omission of any Sub-Servicer and shall have no responsibility for monitoring or investigating the suitability of any Sub-Servicer; and


(g)	any delegation to a Sub-Servicer may not affect the Servicer’s centre of main interest within the meaning of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings or cause an establishment of the Servicer within the meaning of such regulation.


6.8	Servicer Records and Servicer Reports


(a)	On each Business Day commencing on the date hereof, the Servicer shall prepare and maintain electronic records (such records, as updated each Business Day, the “ Servicer Records ”), showing each Lease Vehicle by the VIN with respect to such Lease Vehicle.


(b)	On the date hereof, the Servicer shall deliver or cause to be delivered to the Issuer Security Trustee and the German Security Trustee the Servicer Records as of such date, which delivery may be satisfied by the Servicer posting, or causing to be posted, such Servicer Records to a password-protected website made available to the German Security Trustee and the Lessor

or by any other reasonable means of electronic transmission (including, without limitation, e-mail, file transfer protocol or otherwise).

(c)

On each Business Day following the date hereof, the Servicer shall deliver or cause to be delivered to the German Security Trustee a schedule listing all changes to the Servicer Records in respect of the foregoing Sub-Clauses 6.7(a) and (b) ( Servicer Records and Servicer Reports ) since the preceding Business Day (such schedule as delivered each Business Day, a “ Servicer Report ”), which delivery may be satisfied by the Servicer posting, or causing to be posted, such Servicer Report to a password-protected website made available to the German Security Trustee and the Lessor or by any other reasonable means of electronic transmission (including, without limitation, e-mail, file transfer protocol or otherwise).


6.9	Powers of Attorney


6.10	Servicer’s agency limited

The Servicer shall have no authority by virtue of this Agreement to act for or represent German FleetCo as agent or otherwise, save in respect of those functions and duties which it is expressly authorized to perform and discharge by this Agreement and for the period during which this Agreement so authorizes it to perform and discharge those functions and duties.


6.11	Resignation of Servicer

The Servicer may, by giving not less than fourteen (14) days’ written notice to German FleetCo and the German Security Trustee, resign as Servicer, provided that, other than where all amounts due and payable under the German Facility Agreement are being repaid in full, a replacement Servicer satisfactory to German FleetCo and the German Security Trustee and with the appropriate licences and registrations has been or will, simultaneously with the termination of the Servicer’s appointment under this Agreement, be appointed (it being understood that it is German FleetCo’s obligation and not the German Security Trustee’s obligation to negotiate and make such appointment).


7	CERTAIN REPRESENTATIONS AND WARRANTIES

German OpCo, as Lessee, represents and warrants to the Lessor and the German Security Trustee that as of the Closing Date, and will represent and warrant as of each Vehicle Lease Commencement Date, and each Additional Lessee (with respect to itself only) will represent and warrant to the Lessor and the German Security Trustee that as of the Joinder Date with respect to such Additional Lessee, and as of each Vehicle Lease Commencement Date applicable to such Additional Lessee occurring on or after such Joinder Date:


7.1	Organization; Power; Qualification

Such Lessee has been duly incorporated and is validly existing as a limited liability company under the laws of Germany, with corporate power under the laws of Germany to execute and (where relevant) deliver this Agreement and the other Related Documents to which it is a party and to perform its obligations hereunder and thereunder.


7.2	Authorization; Enforceability

Each of this Agreement and the other Related Documents to which it is a party has been duly authorized, executed and (where relevant) delivered on behalf of such Lessee and, assuming due authorization, execution and (where relevant) delivery by the other parties hereto or thereto, is a valid and legally binding agreement of such Lessee enforceable against such Lessee 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).


7.3	Compliance

The execution, delivery (where relevant) and performance by such Lessee of this Agreement and the German Related Documents to which it is a party will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security, charge or encumbrance upon any of the property or assets of such Lessee other than Security arising under the German Related Documents pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or other similar agreement or instrument under which such Lessee is a debtor or guarantor (except to the extent that such conflict, breach, creation or imposition is not reasonably likely to have a Lease Material Adverse Effect) nor will such action result in a violation of any provision of applicable law or regulation (except to the extent that such violation is not reasonably likely to result in a Lease Material Adverse Effect) or of the provisions of the Lessee’s articles of association.


7.4	Governmental Approvals

There is no consent, approval, authorization, order, registration or qualification of or with any Governmental Authority having jurisdiction over such Lessee which is required for the execution, delivery and performance of this Agreement or the German Related Documents (other than such consents, approvals, authorizations, orders, registrations or qualifications as have been obtained or made), except to the extent that the failure to so obtain or effect any such consent, approval, authorization, order, registration or qualification is not reasonably likely to result in a Lease Material Adverse Effect.


7.5	[Reserved]


7.6	[Reserved]


7.7	German Supplemental Documents True and Correct

All information contained in any material German Supplemental Document that has been submitted, or that may hereafter be submitted by such Lessee to the Lessor is, or will be, true, correct and complete in all material respects.


7.8	[Reserved]


7.9	[Reserved]


7.10	Eligible Vehicles


7.11	Ordinary business

Under this Agreement, the Lessee acts in the scope of its ordinary business.


7.12	Place of performing its duties

When performing its duties under this Agreement, the Lessee (or any representatives or agents of the Lessee) will not act out of or make use of a fixed place of business, a branch office or office facility located in Germany over which the Lessor (or its directors) has the power of control ( Verfügungsgewalt ).


7.13	Day-to-day management in relation to the Lessor’s business

The managers, employees, representatives or agents of the Lessee will not make any day-to-day management decision in relation to the Lessor’s business and will comply with any guidelines issued by the Lessor regarding the performance of any duty under this Agreement.


8	CERTAIN AFFIRMATIVE COVENANTS

Until the expiration or termination of this Agreement, and thereafter until the obligations of each Lessee under this Agreement and the German Related Documents are satisfied in full, each Lessee covenants and agrees that, unless at any time the Lessor and the German Security Trustee shall otherwise expressly consent in writing, it will:


8.1	Corporate Existence; Foreign Qualification

Do and cause to be done at all times all things necessary to (i) maintain and preserve its limited liability existence; and (ii) comply with all Contractual Obligations and Requirements of Law binding upon it, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to result in a Lease Material Adverse Effect.


8.2	Books, Records, Inspections and Access to Information


(a)	Maintain complete and accurate books and records with respect to the Lease Vehicles leased by it under this Agreement and the other German Collateral;

(b)

At any time and from time to time during regular business hours, upon reasonable prior notice from the Lessor, the German Security Trustee or the Issuer Security Trustee (acting upon the instructions of the Required Noteholders), permit the Lessor or the German Security Trustee (or such other Person who may be designated from time to time by the Lessor or the German Security Trustee) to examine and make copies of such books, records and documents in the possession or under the control of such Lessee relating to the Lease Vehicles leased by it under this Agreement and the other German Collateral;

(c)

Permit any of the Lessor, the German Security Trustee or the Issuer Security Trustee (acting upon the instructions of the Required Noteholders) (or such other Person who may be designated from time to time by any of the Lessor, the German Security Trustee or the Issuer Security Trustee) to visit the office and properties of such Lessee for the purpose of examining such materials, and to discuss matters relating to the Lease Vehicles leased by such Lessee under this Agreement with such Lessee’s independent public accountants or with any of the Authorized Officers of such Lessee having knowledge of such matters, all at such reasonable times and as often as the Lessor, the German Security Trustee or the Issuer Security Trustee may reasonably request;

(d)

Upon the request of the Lessor, the German Security Trustee or the Issuer Security Trustee (acting upon the instructions of the Required Noteholders) from time to time, make reasonable efforts (but not disrupt the ongoing normal course rental of Lease Vehicles to customers) to confirm to the Lessor, the German Security Trustee and/or the Issuer Security Trustee the location and mileage (as recorded in the Servicer’s computer systems) of each Lease Vehicle leased by such Lessee hereunder and to make available for the Lessor’s, the

German Security Trustee’s and/or the Issuer Security Trustee’s inspection within a reasonable time period such Lease Vehicle at the location where such Lease Vehicle is then domiciled; and

(e)

During normal business hours and with prior notice of at least three (3) Business Days, make its records pertaining to the Lease Vehicles leased by such Lessee hereunder available to the Lessor, the German Security Trustee or the Issuer Security Trustee (acting upon the instructions of the Required Noteholders) for inspection at the location or locations where such Lessee’s records are normally domiciled,


8.3	[Reserved]


8.4	Merger


8.5	Reporting Requirements

Furnish, or cause to be furnished to the Lessor and the German Security Trustee:


(a)	no later than the prescribed statutory deadline required by its articles of association and in any event by no later than six months after the end of each financial year, its audited Annual Financial Statements together with the related auditors' report(s);


(b)	promptly after becoming aware thereof, (a) notice of the occurrence of any Potential Lease Event of Default or Lease Event of Default, together with a written statement of an Authorized Officer of such Lessee describing such event and the action that such Lessee proposes to take with respect thereto, and (b) notice of any Amortization Event.

The financial data that shall be delivered to the Lessor and the German Security Trustee pursuant to this Sub-Clause 8.5 ( Reporting Requirements ) shall be prepared in conformity with GAAP.

Documents, reports, notices or other information required to be furnished or delivered pursuant to this Sub-Clause 8.5 ( Reporting Requirements ) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which any Lessee posts such documents, or provides a link thereto on German OpCo’s or any Parent’s website (or such other website address as any Lessee may specify by written notice to the Lessor and the German Security Trustee from time to time) or (ii) on which such documents are posted on German OpCo’s or any Parent’s behalf on an internet or intranet website to which the Lessor and the German Security Trustee have access (whether a commercial, government or third-party website or whether sponsored by or on behalf of the German Security Trustee).


8.6	German withholding tax

Assist and cooperate with the Lessor to the extent reasonably necessary in the opinion of the Lessor regarding the Lessor’s claims and obligations pertaining to German withholding tax, in particular, assistance with respect to the Lessor’s application for a refund of German withholding tax and the

Lessor’s application for an exemption certificate relating to German withholding tax (pursuant to the provisions in particular of Section 50d of the German Income Tax Act ( Einkommensteuergesetz )).


8.7	Preservation of rights

Preserve and/or exercise and/or enforce its rights and/or shall procure that the same are preserved, exercised or enforced on its behalf (including by the German Security Trustee) in respect of the German Vehicles.


9	DEFAULT AND REMEDIES THEREFOR


9.1	Events of Default

Any one or more of the following will constitute an event of default (a “ Lease Event of Default ”) as that term is used herein:


9.1.1	there occurs a default in the payment of any Rent or other amount payable by any Lessee under this Agreement that continues for a period of five (5) consecutive Business Days;


9.1.2	any unauthorized assignment or transfer of this Agreement by any Lessee occurs;

9.1.3

the failure of any Lessee to observe or perform any other covenant, condition, agreement or provision hereof, including, but not limited to, usage, and maintenance that in any such case has a Lease Material Adverse Effect, and such default continues for more than thirty (30) consecutive days after the earlier of the date written notice thereof is delivered by the Lessor or the German Security Trustee to such Lessee or the date an Authorized Officer of such Lessee obtains actual knowledge thereof;

9.1.4

if (i) any representation or warranty made by any Lessee herein is inaccurate or incorrect or is breached or is false or misleading as of the date of the making thereof or any schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of any Lessee to the Lessor or the German Security Trustee is false or misleading on the date as of which the facts therein set forth are stated or certified, (ii) such inaccuracy, breach or falsehood has a Lease Material Adverse Effect with respect to the Lessor, and (iii) the circumstance or condition in respect of which such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading, as the case may be, shall not have been eliminated or otherwise cured for thirty (30) consecutive days after the earlier of (x) the date of the receipt of written notice thereof from the Lessor or the German Security Trustee to the applicable Lessee and (y) the date an Authorized Officer of the applicable Lessee learns of such circumstance or condition;


9.1.5	an Event of Bankruptcy occurs with respect to Hertz or with respect to any Lessee;

9.1.6

this Agreement or any portion thereof ceases to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the German Related Documents) or a proceeding shall be commenced by any Lessee to establish the invalidity or unenforceability of this Agreement, in each case other than with respect to any Lessee that at such time is not leasing any Lease Vehicles hereunder;


9.1.7	a Servicer Default occurs; or


9.1.8	a Liquidation Event occurs.

cease to exist and will be deemed to have been cured for every purpose under the German Related Documents.


9.2	Effect of Lease Event of Default .

If any Lease Event of Default set forth in Sub-Clause 9.1.1, 9.1.2, 9.1.5, 9.1.6 or 9.1.8 ( Events of Default ) shall occur and be continuing, the relevent Lessee’s leases with respect to any Lease Vehicles leased hereunder shall be subject to the Lessor’s option to terminate such leases as set forth in Sub-Clause 9.3 ( Rights of Lessor Upon Lease Event of Default ) and 9.4 ( Liquidation Event and Non-Performance of Certain Covenants ).


9.3	Rights of Lessor Upon Lease Event of Default


9.3.1	If a Lease Event of Default shall occur and be continuing, then the Lessor may proceed by appropriate court action or actions available to it under German law to enforce performance by any Lessee of the applicable covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Sub-Clause 9.5 ( Measure of Damages ).

9.3.2

If any Lease Event of Default set forth in Sub-Clause 9.1.1, 9.1.2, 9.1.5, 9.1.6 or 9.1.8 ( Events of Default ) shall occur and be continuing, then (i) the Lessor shall have the right to serve notice on the other parties hereto whereby any Lessee’s leases hereunder of all or a portion of the Lease Vehicles leased hereunder by such Lessee are terminated, a “ Master Lease Termination Notice ”, and following service of such notice shall have the right to (a) take possession of all or a portion of the Lease Vehicles leased by any Lessee hereunder the lease of which has been so terminated and (b) peaceably enter upon the premises of any Lessee or other premises where Lease Vehicles may be located and take possession of all or a portion of the Lease Vehicles and thenceforth hold, possess and enjoy the same free from any right of any Lessee, or its successors or assigns, and to use such Lease Vehicles for any purpose whatsoever and (ii) the Lessees, at the request of the Lessor or the German Security Trustee acting on the Instructions of the Required Noteholders, shall return or cause to be returned all Lease Vehicles to the Lessor or the German Security Trustee as the case may be.

9.3.3

Each and every power and remedy hereby specifically given to the Lessor will be in addition to every other power and remedy hereby specifically given or now or hereafter available to it under German law and each and every power and remedy may be exercised from time to time and simultaneously and as often and in such order as may be deemed expedient by the Lessor; provided, however , that the measure of damages recoverable against such Lessee will in any case be calculated in accordance with Sub-Clause 9.5 ( Measure of Damages ). All such powers and remedies will be cumulative, and the exercise of one will not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Lessor in the exercise of any such power or remedy and no renewal or extension of any payments due hereunder will impair any such power or remedy or will be construed to be a waiver of any default or any acquiescence therein; 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. Any extension of time for payment hereunder or other indulgence duly granted to any Lessee will not otherwise alter or affect the Lessor’s rights or the obligations hereunder of such Lessee. The Lessor’s acceptance of any payment after it will have become due hereunder will not alter or affect the Lessor’s rights hereunder with respect to any subsequent payments or defaults therein.


9.4	Liquidation Event and Non-Performance of Certain Covenants

(a)

If a Liquidation Event shall have occurred and be continuing, the German Security Trustee and the Issuer Security Trustee shall have the rights against each Lessee and the German Collateral provided in the German Security Trust Deed and Issuer Security Trust Deed, upon a Liquidation Event, including, in each case, the right to serve a Master Lease Termination Notice on the other parties hereto and following service of such notice shall have the right (i) to take possession of all or a portion of the Lease Vehicles leased by any Lessee hereunder

the lease of which has been terminated and (ii) to peaceably enter upon the premises of any Lessee or other premises where Lease Vehicles may be located and take possession of all or a portion of the Lease Vehicles and thenceforth hold, possess and enjoy the same free from any right of any Lessee, or its successors or assigns, and to use such Lease Vehicles for any purpose whatsoever.

(b)


(c)	Notwithstanding the exercise of any rights or remedies pursuant to this Sub-Clause 9.4 ( Liquidation Event and Non-Performance of Certain Covenants ), the Lessor will, nevertheless, have a right to recover from such Lessee any and all amounts (for the avoidance of doubt, as limited by Sub-Clause 9.5 ( Measure of Damages )) as may be then due.

(d)

In addition, following the occurrence of a Liquidation Event, the Lessor shall have all of the rights, remedies, powers, privileges and claims vis-a-vis each Lessee, necessary or desirable to allow the German Security Trustee to exercise the rights, remedies, powers, privileges and claims given to the German Security Trustee pursuant to Sub-Clause 10.2 ( Rights of the German Security Trustee upon Amortization Event or Certain Other Events of Default ) of the German Facility Agreement, and each Lessee acknowledges that it has hereby granted to the Lessor all such rights, remedies, powers, privileges and claims granted by the Lessor to the German Security Trustee pursuant to Clause 10 of the German Facility Agreement and that the German Security Trustee may act in lieu of the Lessor in the exercise of all such rights, remedies, powers, privileges and claims.

(e)

The German Security Trustee may only take possession of, or exercise any of the rights or remedies specified in this Agreement with respect to, such number of Lease Vehicles necessary to generate disposition proceeds in an aggregate amount sufficient to pay each German Note with respect to which a Liquidation Event is then continuing as set forth in the German Facility Agreement, taking into account the receipt of proceeds of all other vehicles being disposed of that have been transferred to secure such German Note.


9.5	Measure of Damages

If a Lease Event of Default or Liquidation Event occurs and the Lessor or the German Security Trustee exercises the remedies granted to the Lessor or the German Security Trustee under Sub-Clause 8.7 ( Preservation of rights ), this Clause 9 ( Default and Remedies Therefor ) or Sub-Clause 10.2 of the German Facility Agreement, the amount that the Lessor shall be permitted to recover from any Lessee as payment shall be equal to:


(i)	all Rent for each Lease Vehicle leased by such Lessee hereunder to the extent accrued and unpaid as of the earlier of the date of the return to the Lessor of such Lease Vehicle or disposition by the Servicer of such Lease Vehicle in accordance with the terms of this Agreement and all other payments payable under this Agreement by such Lessee, accrued and unpaid as of such date; plus

(ii)

any reasonable out-of-pocket damages and expenses, including reasonable attorneys’ fees and expenses that the Lessor or the German Security Trustee will have sustained by reason of such a Lease Event of Default or Liquidation Event, together with reasonable sums for such attorneys’ fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Lease Vehicles leased by such Lessee hereunder or in the enforcement

of any right or privilege hereunder or in any consultation or action in such connection, in each case to the extent reasonably attributable to such Lessee; plus

(iii)

interest from time to time on amounts due from such Lessee and unpaid under this Agreement at EURIBOR plus 1.0% computed from the date of such a Lease Event of Default or Liquidation Event or the date payments were originally due to the Lessor by such Lessee under this Agreement or from the date of each expenditure by the Lessor or the German Security Trustee, as applicable, that is recoverable from such Lessee pursuant to this Clause 9 ( Default and Remedies Therefor ), as applicable, to and including the date payments are made by such Lessee.


9.6	Servicer Default

Any of the following events will constitute a default of the Servicer (a “ Servicer Default ”) as that term is used herein:

(i)

the failure of the Servicer to comply with or perform any provision of this Agreement or any other Related Document that has a Lease Material Adverse Effect with respect to the Servicer, the Lessor or any Lessee, and such default continues for more than thirty (30) consecutive days after the earlier of the date written notice is delivered by the Lessor or the German Security Trustee to the Servicer or the date an Authorized Officer of the Servicer obtains actual knowledge thereof;


(ii)	an Event of Bankruptcy occurs with respect to the Servicer;

(iii)

the failure of the Servicer to make any payment when due from it hereunder or under any of the other German Related Documents or to deposit any German Collections received by it into the German Collection Account when required under the German Related Documents and, in each case, such failure continues for five (5) consecutive Business Days after the earlier of (a) the date written notice is delivered by the Lessor or the German Security Trustee to the Servicer or (b) the date an Authorized Officer of the Servicer obtains actual knowledge thereof, except to the extent that failure to remain in such compliance would not reasonably be expected to result in a Lease Material Adverse Effect with respect to the Lessor; or

(iv)

if (I) any representation or warranty made by the Servicer relating to the German Collateral in any German Related Document is inaccurate or incorrect or is breached or is false or misleading as of the date of the making thereof or any schedule, certificate, financial statement, report, notice, or other writing relating to the German Collateral furnished by or on behalf of the Servicer to the Lessor or the German Security Trustee pursuant to any German Related Document is false or misleading on the date as of which the facts therein set forth are stated or certified, (II) such inaccuracy, breach or falsehood has a Lease Material Adverse Effect with respect to the Lessor, and (III) the circumstance or condition in respect of which such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading, as the case may be, shall not have been eliminated or otherwise cured for at least thirty (30) consecutive days after the earlier of (x) the date of the receipt of written notice thereof from the Lessor or the German Security Trustee to the Servicer and (y) the date an Authorized Officer of the Servicer obtains actual knowledge of such circumstance or condition.

In the event of a Servicer Default, the Lessor or the German Security Trustee, in each case acting pursuant to Sub-Clause 9.23(d) ( Servicer Default ) of the German Facility Agreement, shall have the right to replace the Servicer as servicer with a replacement servicer which shall be appropriately licensed.

otherwise), then such Servicer Default will cease to exist and will be deemed to have been cured for every purpose under the German Related Documents.


9.7	Application of Proceeds


10	CERTIFICATION OF TRADE OR BUSINESS USE

Each Lessee hereby warrants and certifies that it intends to use the Lease Vehicles that are subject to this Agreement in connection with its trade or business.


11	[RESERVED]


12	ADDITIONAL LESSEES

Any Affiliate of German OpCo that was incorporated under the laws of Germany (each, a “ Permitted Lessee ”) shall have the right to become a Lessee under and pursuant to the terms of this Agreement by acceding to this Agreement ( Vertragsbeitritt ) pursuant to this Clause 12 ( Additional Lessees ); provided that the Lessor shall provide its consent to such Permitted Lessee becoming a Lessee pursuant to the terms of this Clause 12 ( Additional Lessees ) ( provided further that (i) the Lessor may not unreasonably withhold or delay the giving of such consent and (ii) the Lessor shall be deemed to have given such consent if it fails to give written notification of its refusal to provide such consent within five (5) Business Days of any request for such consent from German OpCo or any other Party). If a Permitted Lessee desires to become a Lessee under this Agreement, then such Permitted Lessee shall execute (if appropriate) and deliver to the Lessor and the German Security Trustee:


12.1	a Joinder in Lease Agreement substantially in the form attached hereto as Annex A (each, an “ Affiliate Joinder in Lease ”);


12.2	the articles of association for such Permitted Lessee, duly certified by an Authorized Officer of such Permitted Lessee;


12.3	copies of resolutions of the Board of Directors or other authorizing action of such Permitted Lessee authorizing or ratifying the execution, delivery (where relevant) and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by an Authorized Officer of such Permitted Lessee;


12.4	a certificate of an Authorized Officer of such Permitted Lessee certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and any other Related Documents to be executed by it, together with samples of the true signatures of each such individual;

12.5

an Officer’s Certificate stating that such joinder by such Permitted Lessee complies with this Clause 12 ( Additional Lessees ) and an opinion of counsel, which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without limitation any insolvency laws), stating that (a) all conditions precedent set forth in this Clause 12 ( Additional Lessees ) relating to such joinder by such Permitted Lessee have been complied with and (b) upon the due authorization, execution and delivery (where relevant) of such Affiliate Joinder in Lease by the parties thereto, such Affiliate Joinder in Lease will constitute legal and valid obligations of such Permitted Lessee; and


12.6	any additional documentation that the Lessor or the German Security Trustee may reasonably require to evidence the accession by such Permitted Lessee to this Agreement and the assumption of the obligations and liabilities set forth in this Agreement.


13	VALUE ADDED TAX


13.1	Sums payable exclusive of VAT


13.2	Payment of amounts in respect of VAT


(a)	where the Supplier is the Lessee, the Recipient shall, following receipt from the Supplier of a valid VAT invoice in respect of such supply, pay to the Supplier (in addition to any other consideration for such supply) a sum equal to the amount of such VAT; and

(b)

where the Supplier is the Lessor, the Recipient shall pay to the Supplier (in addition to and at the same time as paying any other consideration for such supply) a sum equal to the amount of such VAT, and the Supplier shall, following receipt of such sum and (unless otherwise required pursuant to any Requirement of Law) not before, provide the Recipient with a valid VAT invoice in respect of such supply.


13.3	Cost and expenses

References in this Agreement to any fee, cost, loss, disbursement, commission, damages, expense, charge or other liability incurred by any party to this Agreement and in respect of which such party is to be reimbursed or indemnified by any other party under the terms of, or the amount of which is to be taken into account in any calculation or computation set out in this Agreement shall include such part of such fee, cost, loss, disbursement, commission, damages, expense, charge or other liability as represents any VAT, but only to the extent that such first party is not entitled to a refund (by way of a credit or repayment) in respect of such VAT from any relevant Tax Authority.


14	SECURITY AND ASSIGNMENTS


14.1	Rights of Lessor pledged to Trustee

Each Lessee acknowledges that the Lessor has transferred or will transfer all of its rights under this Agreement to the German Security Trustee pursuant to the German Security Documents. Accordingly, each Lessee agrees that:


(i)	upon the occurrence of a Lease Event of Default or Liquidation Event, the German Security Trustee may exercise (for and on behalf of the Lessor) any right or remedy against such Lessee provided for herein and such Lessee will not interpose as a defense that such claim should have been asserted by the Lessor;

(ii)

upon the delivery by the German Security Trustee of any notice to such Lessee stating that a Lease Event of Default or a Liquidation Event has occurred, such Lessee will, if so requested by the German Security Trustee, comply with all obligations under this Agreement that are asserted by the German Security Trustee (including on behalf of the Lessor), irrespective of whether such Lessee has received any such notice from the Lessor; and


(iii)	such Lessee acknowledges that pursuant to this Agreement it has agreed to make all payments of Rent hereunder (and any other payments hereunder) directly to the German Collection Account, which is pledged to the German Security Trustee.


14.2	Right of the Lessor to Assign or Transfer its rights or obligations under this Agreement

The Lessor shall have the right to finance the acquisition and ownership of Lease Vehicles under this Agreement by, without limitation, selling, assigning or transferring any of its rights and/or obligations under this Agreement to the Issuer Security Trustee for the benefit of the Noteholders; provided, however, that any such sale, assignment or transfer shall be subject to the rights and interest of the Lessees in the Lease Vehicles, including but not limited to the Lessees’ right of quiet and peaceful possession of such Lease Vehicles as set forth in Sub-Clause 5.3 ( Non-Disturbance ) hereof, and under this Agreement.


14.3	Limitations on the Right of the Lessees to Assign or Transfer its rights or obligations this Agreement

No Lessee shall assign or transfer or purport to assign or transfer any right or obligation under this Agreement to any other party.


14.4	Security


15	LIMITED LIABILITY OF LESSOR


16	NON-PETITION AND NO RECOURSE


16.1	Non-Petition

Notwithstanding anything to the contrary in this Agreement or any German Related Document, only the German Security Trustee may pursue the remedies available under the general law or under the German Security Trust Deed to enforce this Agreement, the German Security or a German Note and no other Person shall be entitled to proceed directly German FleetCo in respect hereof (unless the German Security Trustee, having become bound to proceed in accordance with the terms of the German Related Documents, fails or neglects to do so). Each party to this Agreement hereby agrees with and acknowledges to each of German FleetCo and the German Security Trustee until the date falling one year and one day after the Legal Final Payment Date, that:


(a)	it shall not have the right to take or join any person in taking any steps against German FleetCo for the purpose of obtaining payment of any amount due from German FleetCo (other than serving a written demand subject to the terms of the German Security Trust Deed); and


(b)	neither it nor any Person on its behalf shall initiate or join any person in initiating an Event of Bankruptcy or the appointment of any Insolvency Official in relation to German FleetCo, provided that, the German Security Trustee shall have the right to take any action pursuant to and in accordance with the relevant German Related Documents and German Security Documents,

provided that the aforementioned limitations shall not apply in respect of liabilities for (i) damages caused intentionally or by gross negligence ( grobe Fahrlässigkeit ) or by a negligent ( fahrlässig ) breach of any material contractual obligation ( vertragswesentliche Pflicht ) by the Lessor or (ii) damages to persons ( Personenschäden ). Material contractual obligations ( vertragswesentliche Pflichten ) are any obligations whose fulfilment is necessary for the proper execution of the contract and whose observance contractual partners regularly rely upon.

The provisions of this Sub-Clause 16.1 ( Non-Petition ) shall survive the termination of this Agreement.


16.2	No Recourse

Each party to this Agreement agrees with and acknowledges to each of German FleetCo and the German Security Trustee that, notwithstanding any other provision of any German Related Document, all obligations of German FleetCo to such entity are limited in recourse as set out below:


(a)	sums payable to it in respect of any of German OpCo's obligations to it shall be limited to the lesser of (i) the aggregate amount of all sums due and payable to it and (ii) the aggregate amounts received, realised or otherwise recovered by or for the account of the German Security Trustee in respect of the German Security whether pursuant to enforcement of the German Security or otherwise; and

(b)

upon the German Security Trustee giving written notice that it has determined in its sole opinion that there is no reasonable likelihood of there being any further realisations in respect of the German Security (whether arising from an enforcement of the German Security or otherwise) which would be available to pay unpaid amounts outstanding under the relevant German Related Documents, it shall have no further claim against German FleetCo in respect of any such unpaid amounts and such unpaid amounts shall be discharged in full,

Pflichten ) are any obligations whose fulfilment is necessary for the proper execution of the contract and whose observance contractual partners regularly rely upon.

The provisions of this Sub-Clause 16.2 ( No Recourse ) shall survive the termination of this Agreement.


17	SUBMISSION TO JURISDICTION

With respect to any suit, action, dispute or proceedings relating to this Agreement, each party irrevocably submits to the exclusive jurisdiction of the courts of Frankfurt am Main, and agrees that the courts of Frankfurt am Main are the most appropriate and convenient courts to settle any suit, action, dispute or proceedings and accordingly no party will be able to argue to the contrary.


18	GOVERNING LAW

This Agreement is governed by, and shall be construed in accordance with, the laws of the Federal Republic of Germany (excluding its conflict of law rules). Any non-contractual rights and obligations arising out of or in connection with this Agreement shall also be governed by, and construed in accordance with, the laws of the Federal Republic of Germany.


19	NOTICES


20	ENTIRE AGREEMENT


21	MODIFICATION AND SEVERABILITY

The terms of this Agreement will not be waived, altered, modified, amended, supplemented or terminated in any manner whatsoever unless the same shall be in writing and signed and delivered by the Lessor, the Servicer, the German Security Trustee and each Lessee, subject to any restrictions on such waivers, alterations, modifications, amendments, supplements or terminations set forth in the German Facility Agreement. The right of a Party to terminate this Agreement for just cause ( Kündigung aus wichtigem Grund ) shall remain unaffected. If any part of this Agreement is not valid or enforceable according to law, all other parts will remain enforceable. For the avoidance of doubt, the execution and/or delivery (where relevant) of and/or performance under any Affiliate Joinder in Lease, Lease Vehicle Acquisition Schedule or Intra-Lease Lessee Transfer Schedule shall not constitute a waiver, alteration, modification, supplement or termination to or of this Agreement.


22	SURVIVABILITY

In the event that, during the term of this Agreement, any Lessee becomes liable for the payment or reimbursement of any obligations, claims or taxes pursuant to any provision hereof, such liability

will continue, notwithstanding the expiration or termination of this Agreement, until all such amounts are paid or reimbursed by or on behalf of such Lessee.


23	[RESERVED]


24	COUNTERPARTS


25	ELECTRONIC EXECUTION

This Agreement (including, for the avoidance of doubt, any joinder, schedule, annex, exhibit or other attachment hereto) may be transmitted and/or signed by facsimile or other electronic means (i.e., a “pdf” or “tiff”). The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually signed originals and shall be binding on each party hereto. The words “execution,” “signed,” “signature,” and words of like import in this Agreement (including, for the avoidance of doubt, any joinder, schedule, annex, exhibit or other attachment hereto) or in any amendment or other modification hereof (including, without limitation, waivers and consents) shall include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be.


26	LESSEE TERMINATION AND RESIGNATION

With respect to any Lessee except for German OpCo, upon such Lessee (the “ Resigning Lessee ”) delivering irrevocable written notice to the Lessor, the Servicer and the German Security Trustee that such Resigning Lessee desires to resign its role as a Lessee hereunder (such notice, substantially in the form attached as Exhibit A hereto, a “ Lessee Resignation Notice ”), such Resigning Lessee shall immediately cease to be a Lessee hereunder, and, upon such occurrence, event or condition, the Lessor, the Servicer, the German Security Trustee and the other Lessees hereby (subject to discharge by the Resigning Lessee of its obligations pursuant to this Clause 26) release, waive, remise, acquit and discharge such Resigning Lessee and such Resigning Lessee’s directors, officers, employees, managers, shareholders and members of and from any and all claims, expenses, damages, costs and liabilities arising or accruing in relation to such Resigning Lessee on or after the delivery of such Lessee Resignation Notice to the Lessor, the Servicer and the German Security Trustee (the time of such delivery, the “ Lessee Resignation Notice Effective Date ”); provided that, as a condition to such release and discharge, the Resigning Lessee shall pay to the Lessor all payments due and payable with respect to each Lease Vehicle leased by Resigning Lessee hereunder, including without limitation any payment listed under Sub-Clause 4.7.1 and 4.7.2 ( Payments ), as applicable to each such Lease Vehicle, as of the Lessee Resignation Notice Effective Date; provided further that, the Resigning Lessee shall return or reallocate all Lease Vehicles at the direction of the Servicer in accordance with Sub-Clause 2.4 ( Return ); provided further that, with respect to any Resigning Lessee, such Resigning Lessee shall not be released or otherwise relieved under this Clause 26 ( Lessee Termination and Resignation ) from any claim, expense, damage, cost or liability arising or accruing prior to the Lessee Resignation Notice Effective Date with respect to such Resigning Lessee.


27	THIRD-PARTY RIGHTS

Other than the Issuer Security Trustee (and the Noteholders and their assigns), for whose benefit this Agreement is made, any Person who is not a party to this Agreement and, for the avoidance of doubt, the parties hereto agree that this Agreement shall not in any way be construed as a contract for the benefit or protection of third parties ( Vertrag zu Gunsten/mit Schutzwirkung zu Gunsten Dritter ).


28	[RESERVED]


29	GOVERNING LANGUAGE

This Agreement is in the English language. If this Agreement is translated into another language, the English text prevails, save that words in German used in this Agreement and having specific legal meaning under German law will prevail over the English translation.


30	POWER OF ATTORNEY

If an entity incorporated in Germany is represented by an attorney or attorneys in connection with the signing, execution or delivery (where relevant) of this Agreement or any document, agreement or deed referred to herein or made pursuant hereto, the relevant power of attorney is expressed to be governed by the laws of Germany and it is hereby expressly acknowledged and accepted by the other parties that such laws shall govern the existence and extent of such attorney’s or attorneys’ authority and the effects of the exercise thereof.


31	RESCISSION OR NULLIFICATION OF THIS AGREEMENT

Without prejudice to any other provision hereof, if one or more provisions hereof is or becomes invalid, illegal or unenforceable in any respect in any jurisdiction or with respect to any party, or if any party becomes aware of any omission ( Vertragslücke ) hereto of any terms which were intended to be included in this Agreement, such invalidity, illegality or unenforceability in such jurisdiction or with respect to such party or parties or such omission ( Vertragslücke ) shall not, to the fullest extent permitted by applicable law, render invalid, illegal or unenforceable such provision or provisions in any other jurisdiction or with respect to any other party or parties hereto. Such invalid, illegal or unenforceable provision or such omission ( Vertragslücke ) shall be replaced by the parties with a provision which comes as close as reasonably possible to the commercial intentions of the invalid, illegal or unenforceable or omitted provision.

Lessor

SIGNED for and on behalf

of HERTZ FLEET LIMITED by its lawfully

appointed attorney Rhys Owens /s/ Rhys Owens

(Attorney signature)

in the presence of:

/s/ Eoin Dunne

(Witness’ Signature)

Eoin Dunne ___________________

(Witness’ Name)

Fourth Floor
3 George’s Dock
IFSC
Dublin 1
______________________

(Witness’ Address)

Administrator

(Witness’ Occupation)

Lessee and Servicer

HERTZ AUTOVERMIETUNG GMBH

By: /s/ Bryn Cavers-Davies
Name: Bryn Cavers-Davies

Title: Authorised Signatory

German Security Trustee

BNP PARIBAS TRUST CORPORATION UK LIMITED



By: /s/ Helen Tricard Name: Helen Tricard Title: Director	/s/ Clive Kentish

ANNEX A

FORM OF AFFILIATE JOINDER IN LEASE

THIS AFFILIATE JOINDER IN LEASE AGREEMENT (this “ Joinder ”) is executed as of _______________ ____, 20__ (with respect to this Joinder and the Joining Party, the “ Joinder Date ”), by ______________, a ____________________________ (“ Joining Party ”), and delivered to Hertz Fleet Limited, an entity established in Ireland (“ German FleetCo ”), as lessor pursuant to the German Master Lease and Servicing Agreement, the German Security Trustee (as defined below) and the other Lessees, dated as of 25 September, 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Lease ”), among German FleetCo, as Lessor, Hertz Autovermietung GmbH (“ German OpCo ”), as a Lessee and as Servicer, those affiliates of German OpCo from time to time acceding as Lessees thereunder (together with German OpCo, the “ Lessees ”) and BNP Paribas Trust Corporation UK Limited as German security trustee (the “ German Security Trustee ”). Capitalized terms used herein but not defined herein shall have the meanings provided for in the Lease.

R E C I T A L S:

WHEREAS, the Joining Party is a Permitted Lessee; and

WHEREAS, the Joining Party desires to become a “ Lessee ” under and pursuant to the Lease.

NOW, THEREFORE, the Joining Party agrees as follows:

A G R E E M E N T:


1.	The parties to this Joinder agree that the Joining Party shall accede ( Vertragsbeitritt ) to the Lease as of the Joinder Date.

The Joining Party hereby represents and warrants to and in favor of German FleetCo and the German Security Trustee that (i) the Joining Party is an Affiliate of German OpCo, (ii) all of the conditions required to be satisfied pursuant to Clause 12 ( Additional Lessees ) of the Lease in respect of the Joining Party becoming a Lessee thereunder have been satisfied, and (iii) all of the representations and warranties contained in Clause 7 ( Certain Representations and Warranties ) of the Lease with respect to the Lessees are true and correct as applied to the Joining Party as of the date hereof.


3.	From and after the date hereof, the Joining Party hereby agrees to assume all of the obligations of a Lessee under the Lease and agrees to be bound by all of the terms, covenants and conditions therein.


4.	By its execution of this Joinder, the Joining Party hereby becomes a Lessee for all purposes under the Lease. By its execution of this Joinder, German FleetCo and the German Security Trustee each acknowledges that the Joining Party is a Lessee for all purposes under the Lease.

The parties agree that the courts of Frankfurt am Main have exclusive jurisdiction to settle any Dispute arising out of or in connection with this Joinder and therefore irrevocably submit to the jurisdiction of those courts. The parties agree that the courts of Frankfurt am Main are an appropriate and convenient forum to settle Disputes between them and, accordingly, the parties will not argue to the contrary.


6.	This Joinder is governed by German law. Any non-contractual obligations arising out of or in connection with this Joinder are governed by German law.

[Name of Joining Party]

By: ___________________________

Name: ___________________________

Title: ___________________________

Address: ___________________________

Attention: ___________________________

Telephone: ___________________________

Facsimile: ___________________________

Accepted and Acknowledged by:

HERTZ FLEET LIMITED

By: ___________________________

Name: ___________________________

Title: ___________________________

HERTZ AUTOVERMIETUNG GMBH

By: ___________________________

Name: ___________________________

Title: ___________________________

BNP PARIBAS TRUST CORPORATION UK LIMITED

as German Security Trustee

By: ___________________________

Name: ___________________________

Title: ___________________________

[ OTHER LESSEES ]

EXHIBIT A

FORM OF LESSEE RESIGNATION NOTICE

[_]

[German FleetCo, as Lessor]

[Hertz Autovermietung GmbH, as Servicer]

Re: Lessee Termination and Resignation

Ladies and Gentlemen:

Reference is hereby made to the German Master Lease and Servicing Agreement, dated as of 25 September, 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ German Master Lease ”), among German FleetCo, as Lessor, Hertz Autovermietung GmbH (“ German OpCo ”), as a Lessee and as Servicer, those affiliates of Hertz from time to time acceding as Lessees thereunder (together with German OpCo, the “ Lessees ”) and BNP Paribas Trust Corporation UK Limited as German Security Trustee. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the German Master Lease.

Pursuant to Clause 26 ( Lessee Termination and Resignation ) of the German Master Lease, [_] (the “ Resigning Lessee ”) provides German FleetCo, as Lessor, German OpCo, as Lessee and Servicer, and the other parties to the German Master Lease, irrevocable, written notice that such Resigning Lessee desires to resign as “ Lessee ” under the German Master Lease, as of [ date ].

Nothing herein shall be construed to be an amendment or waiver of any requirements of the German Master Lease.

[Name of Resigning Lessee]

By: _________________________________

Name: _________________________________

Title: _________________________________

SCHEDULE I

Common Terms of Motor Third Party Liability Cover

Part A
Non-vitiation endorsement

Part B
Severability of interest

Part C
Notice of non-payment of premium to be sent to the German Security Trustee

No cancellation unless thirty (30) days’ notice.

In the event of non-payment of premium, this Policy may at the sole discretion of the Insurer be cancelled by written notice to the Insureds and [●] [or replacement German Security Trustee], stating when (not less than thirty (30) days thereafter) the cancellation shall be effective. Such notice of cancellation shall be withdrawn and shall be void and ineffective in the event that premium is paid by or on behalf of any of the Insureds prior to the proposed cancellation date.

Notices

The address for delivery of a notice to [●] [or replacement German Security Trustee] will be as follows:

Address:

Tel:

Fax:

Email:

Attention:

SCHEDULE II

[Reserved]

SCHEDULE III

Required Contractual Criteria for Vehicle Purchasing Agreements


1	PROVISIONS TO BE APPLIED TO ALL VEHICLE PURCHASING AGREEMENTS TO BE ENTERED INTO BY GERMAN FLEETCO OR GERMAN OPCO

Each Vehicle Purchasing Agreement will in substance satisfy the following contractual requirements:

1.1 Parties

Each Vehicle Purchasing Agreement will satisfy the following criteria:


(a)	the rights and obligations of each of German FleetCo and German OpCo shall in all cases be several and not joint ( nicht gesamtschuldnerisch ); and


(b)	German FleetCo shall not under any circumstances have any liability for the obligations of German OpCo arising under or in connection with such agreement.

1.2 Confidentiality


(a)	Each Vehicle Purchasing Agreement will provide that, subject only as provided in sub-paragraph (b) below, none of German FleetCo, German OpCo or the Supplier may disclose the terms of such agreement to any third party (other than their Affiliates, agents and professional advisors, and the agents and professional advisors of their Affiliates) without the prior written consent of:


(i)	in the case of disclosure by German FleetCo or German OpCo, the Supplier; and


(ii)	in the case of disclosure by the Supplier, German FleetCo and German OpCo,

provided always that such prohibition on disclosure shall not apply to any disclosure in accordance with any requirement of or direction by any regulatory body or authority or as otherwise required by applicable law.


(a)	Each Vehicle Purchasing Agreement will permit German FleetCo to disclose any term of the agreement in connection with any proposed issue of securities which is secured, directly or indirectly, on any Relevant Vehicle or German FleetCo’s rights under the agreement (each, a “ Finance Transaction ”):

(i)

to any Affiliate of German Fleetco or any issuer, security trustee, lead manager or arranger (or any person appointed in a similar role), rating agency, servicer (debt service manager), monoline insurer or any other person providing credit support or enhancement for a proposed Finance Transaction, as well as their agents, professional advisors and Affiliates; provided that any person to whom disclosure is made under this sub-paragraph (i) shall be under a duty of confidentiality in connection with such information;


(ii)	to any regulatory body or authority in accordance with any requirement of or direction by these authorities; and


(iii)	(other than in relation to any Initial Purchase Price, Repurchase Price or any requirement in relation to the number of Relevant Vehicles required to be purchased by German OpCo pursuant to the agreement) pursuant to any prospectus, preliminary prospectus or investor presentation prepared in connection with a proposed Finance

Transaction; provided that such disclosure is consistent with requirements under any applicable law, regulation, listing rule or stock exchange requirement.

1.3 Volume Rebates etc.

A Vehicle Purchasing Agreement may provide that any bonus payment or other amount (howsoever described) payable or to be made available by a Manufacturer /Dealer as a result of German FleetCo (or German FleetCo and/or German OpCo (and/or any other relevant Affiliate of The Hertz Corporation) under such Vehicle Purchasing Agreement and/or any German OpCo Specific Agreement, as applicable) meeting any minimum vehicle purchase level in that relevant year, be payable to or for the account of German OpCo (rather than German FleetCo). For the avoidance of doubt, German FleetCo may however take the benefit of reductions applied to purchase prices applicable to vehicles as a result of any such minimum vehicle purchase levels being reached.

Notwithstanding the foregoing where a Vehicle Purchasing Agreement provides that in the event that any minimum vehicle purchase level in the relevant year is not met:


(a)	any bonus, payment, benefit or reductions applied to purchase prices on Vehicles purchased by German FleetCo or other amount (howsoever described) is recoverable by or repayable to a Manufacturer /Dealer; or


(b)	any penalty or other amount (howsoever described) is payable to such Manufacturer /Dealer,

such Vehicle Purchasing Agreement shall provide that, in each case, such amounts will only be reclaimed from, payable by, or otherwise recoverable from German OpCo or another Affiliate of The Hertz Corporation other than German FleetCo.

1.4 Non-petition


(a)	the liquidation, insolvency or any similar or analogous proceedings or circumstances of German FleetCo; or


(b)	the appointment of an insolvency officer in relation to German FleetCo or any of its assets,

provided that the aforementioned limitations shall not apply in respect of liabilities for (i) damages caused intentionally or by gross negligence ( grobe Fahrlässigkeit ) or by a negligent ( fahrlässig ) breach of any material contractual obligation ( vertragswesentliche Pflicht ) by German FleetCo or (ii) damages to persons ( Personenschäden ). Material contractual obligations ( vertragswesentliche Pflichten ) are any obligations whose fulfilment is necessary for the proper execution of the contract and whose observance contractual partners regularly rely upon.

1.5 Limited recourse

Each Vehicle Purchasing Agreement will contain an irrevocable and unconditional covenant and undertaking given by the relevant Supplier that, until 01.01.2020, such Supplier shall not take any step for any legal proceedings to recover any amount owed to it by German FleetCo under the relevant Vehicle Purchasing Agreement, provided that the aforementioned limitations shall not apply in respect of:


(a)	liabilities for (i) damages caused intentionally or by gross negligence ( grobe Fahrlässigkeit ) or by a negligent ( fahrlässig ) breach of any material contractual obligation ( vertragswesentliche Pflicht ) by German FleetCo or (ii) damages to persons

( Personenschäden ). Material contractual obligations ( vertragswesentliche Pflichten ) are any obligations whose fulfilment is necessary for the proper execution of the contract and whose observance contractual partners regularly rely upon; and


(b)	legal proceedings against German FleetCo to the extent that the only relief sought against German FleetCo pursuant to such proceedings is the re-possession of a Relevant Vehicle pursuant to applicable retention of title provisions provided for under the relevant Vehicle Purchasing Agreement.

1.6 Assignment


(a)	Each Vehicle Purchasing Agreement will contain terms that permit both German FleetCo and the Supplier to assign or pledge their respective rights under such agreement or (with regard to the Supplier) any other vehicle purchase contract without the need to obtain the consent of each other or a third party.


(b)	The Vehicle Purchasing Agreements will not permit German FleetCo or the Supplier to transfer any of its respective obligations thereunder without the prior written consent of each other party to the agreement.

1.7 Termination provisions

Each Vehicle Purchasing Agreement will entitle the parties to terminate such agreement subject to and in accordance with the terms thereof, provided that the Supplier shall not at any time be entitled to terminate its repurchase obligations in relation to any Relevant Vehicle (each an " Repurchase Obligation ", together the " Repurchase Obligations ") which has previously been shipped to or to the order of German FleetCo, provided further that the provisions of paragraph 1.5 ( Non-petition ), 1.6 ( Limited recourse ) and 2.1 ( Set-off ) shall survive termination of a Vehicle Purchasing Agreement. The right of any party to terminate any Vehicle Purchasing Agreement for just cause ( Kündigung aus wichtigem Grund ) shall remain unaffected.


2	PROVISIONS TO BE APPLIED TO ALL MANUFACTURER PROGRAMS TO BE ENTERED INTO BY A GERMAN FLEETCO

Each Manufacturer Program will in substance satisfy the following additional contractual requirements:

2.1 Set-off

(a)

Subject to paragraph 2.1(b) below, Manufacturer Programs may provide that the Supplier may set off amounts owed by it to German FleetCo against amounts owed to it by German FleetCo or by German OpCo under that Manufacturer Program or any other Vehicle Purchasing Agreement which have been finally adjudicated ( rechtskräftig festgestellt ) or which are uncontested ( unbestritten ) by German FleetCo or German OpCo, respectively.

(b)

Each Manufacturer Program will provide that the Supplier may not, however, set off any other amounts owed to it by German OpCo (including unpaid Initial Purchase Price in relation to Vehicles, including Relevant Vehicles, delivered to or to the order of German OpCo, or ordered by the German OpCo) against amounts owed by the Supplier to German FleetCo (in particular, any amounts in respect of the Repurchase Price) under that Manufacturer Program or any other Vehicle Purchasing Agreement, save and except in relation to any Manufacturer Program with Daimler AG and/or any of their respective Affiliates or successors or any corporation into which such entities may be merged or converted or with which they may be consolidated or any corporation resulting from any merger, conversion or consolidation of such entities (“ Daimler Entities ”) or any Dealers or agents (or Affiliates or successors thereof) selling Vehicles manufactured or purchased from the Daimler Entities

if such Manufacturer Program does not provide for waiver of set-off in accordance with this paragraph, in which case such amounts may be reclaimed from, payable by, or otherwise recoverable from German FleetCo.


(c)	Manufacturer Programs will provide that German FleetCo may set off any amount owed by the Supplier to it against any amount owed by German FleetCo to the Supplier.

2.2 Repurchase Obligations

The Manufacturer Program will provide that the Repurchase Obligations are unconditional and irrevocable obligations of the Supplier, subject only to the fulfilment of:


(a)	any applicable procedures or requirements, including any minimum or maximum holding periods set out in the Vehicle Purchasing Agreement and required to be followed by German Fleetco (or its agents, if any) in relation to the Repurchase Obligations; and


(b)	any applicable provisions or eligibility criteria set out in the Vehicle Purchasing Agreement requiring Relevant Vehicles to meet specified condition standards or eligibility criteria in relation to the Repurchase Obligations.

Without limiting the generality of the foregoing, no Manufacturer Program may provide that the obligations of the Supplier thereunder are conditional upon German FleetCo, German OpCo or any other person, individually or in aggregate, purchasing any minimum number of Vehicles or meeting any other minimum threshold level over or within any period or the solvency of German FleetCo, German OpCo or any other Affiliate of German FleetCo. The Repurchase Obligations shall not lapse under any circumstances in the case of an insolvency of German OpCo.

2.3 Retention of title

The Manufacturer Program will provide that:


(a)	the Supplier shall retain title to the Relevant Vehicle until the time of payment of the Initial Purchase Price for such Vehicle by either German OpCo or German FleetCo to the Supplier; and


(b)	title to the Relevant Vehicle shall not pass to the Supplier until the time of payment of the Repurchase Price for such Vehicle by the Supplier (or if specified by the Supplier at the time of payment, by a third party), following which title to the Relevant Vehicle shall automatically pass to the Supplier.

SCHEDULE IV

[Reserved]

SCHEDULE V

Form of Initial Lease Vehicle Acquisition Schedule

Vehicles to be leased pursuant to the German Master Lease as of the Closing Date, whose Vehicle Lease Commencement Date shall be the Closing Date:



VIN	Make	Model	Model Year

Exhibit 4.17.7

[SPANISH NOTARIAL SEALS]

25 September 2018

SPANISH MASTER LEASE AND SERVICING AGREEMENT

between

STUURGROEP FLEET (NETHERLANDS) B.V.

as Dutch FleetCo

STUURGROEP FLEET (NETHERLANDS) B.V., SUCURSAL EN ESPAÑA
as Lessor

HERTZ DE ESPAÑA, S.L.U.
as Lessee and Servicer

those Permitted Lessees from time to time becoming Lessees hereunder

and

BNP PARIBAS TRUST CORPORATION UK LIMITED
as Spanish Security Trustee



1	DEFINITIONS AND CONSTRUCTION	1
2	NATURE OF AGREEMENT	2
3	TERM	8
4	RENT AND LEASE CHARGES	9
5	VEHICLE OPERATIONAL COVENANTS	13
6	SERVICER FUNCTIONS AND COMPENSATION	18
7	CERTAIN REPRESENTATIONS AND WARRANTIES	23
8	CERTAIN AFFIRMATIVE COVENANTS	24
9	DEFAULT AND REMEDIES THEREFOR	26
10	CERTIFICATION OF TRADE OR BUSINESS USE	30
11	[RESERVED]	30
12	ADDITIONAL LESSEES	30
13	VALUE ADDED TAX AND STAMP TAXES	31
14	SECURITY AND ASSIGNMENTS	31
15	NON-LIABILITY OF LESSOR	32
16	NON-PETITION AND NO RECOURSE	33
17	[RESERVED]	34
18	GOVERNING LAW AND JURISDICTION	34
19	NOTICES	34
20	ENTIRE AGREEMENT	34
21	MODIFICATION AND SEVERABILITY	34
22	SURVIVABILITY	34
23	[reserved]	35
24	COUNTERPARTS	35
25	ELECTRONIC EXECUTION	35
26	LESSEE TERMINATION AND RESIGNATION	35
27	THIRD-PARTY BENEFICIARIES	35
28	TIME OF THE ESSENCE	35
29	GOVERNING LANGUAGE	36
30	power of attorney	36
ANNEX A
	FORM OF ACCESSION AGREEMENT	38
EXHIBIT A
	FORM OF LESSEE RESIGNATION NOTICE	41
SCHEDULE I
	Common Terms of Motor Third Party Liability Cover	42
SCHEDULE II
	INSURANCE BROKER LETTER OF UNDERTAKING	43
SCHEDULE III
	REQUIRED CONTRACTUAL CRITERIA FOR VEHICLE PURCHASING AGREEMENTS	45
SCHEDULE IV
	Draft Transfer and Joint and Several Liability Language to be included in Pro Forma Manufacturer Program	49



Annex [1]
	Form of Transfer Certificate	51
Annex [2]
	Form of Acknowledgement of Joint and Several Liability	53
SCHEDULE V I
	Form of Initial Lease Vehicle Acquisition Schedule	2

THIS AGREEMENT (as amended, modified or supplemented from time to time in accordance with the provisions hereof, this “ Agreement ”), is made on 25 September 2018 between the following parties:

(1)


(2)	STUURGROEP FLEET (NETHERLANDS) B.V., SUCURSAL EN ESPAÑA , an entity incorporated in The Netherlands acting through its Spanish branch (“ Spanish FleetCo ”), as lessor (in such capacity, the “ Lessor ”);


(3)	HERTZ DE ESPAÑA , S.L.U. , a limited liability company incorporated and existing under the laws of the Kingdom of Spain, with registered office at calle Jacinto Benavente 2, Edificio B, 3ª planta, Las Rozas, Madrid (Spain) and Spanish Tax Id number B-28121549 (“ Spanish OpCo ”), as a lessee and as servicer (in such capacity as servicer, the “ Servicer ”);


(4)	those various Permitted Lessees (as defined herein) from time to time becoming Lessees hereunder pursuant to Clause 12 ( Additional Lessees ) hereof (each, an “ Additional Lessee ”), as lessees (Spanish OpCo and the Additional Lessees, in their capacities as lessees, each a “ Lessee ” and, collectively, the “ Lessees ”); and


(5)	BNP PARIBAS TRUST CORPORATION UK LIMITED , acting through its registered office at 10 Harewood Avenue, London NW1 6AA as Spanish security trustee (in such capacity, the “ Spanish Security Trustee ”).

WHEREAS


(A)	The Lessor has purchased or will purchase Spanish Vehicles from various parties on arm’s-length terms pursuant to one or more other motor vehicle purchase agreements or otherwise, in each case, that the Lessor determines shall be leased hereunder.


(B)	The Lessor desires to lease to each Lessee and each Lessee desires to lease from the Lessor certain Lease Vehicles for use in connection with the business of such Lessee, including use by such Lessee’s employees, directors, officers, representatives, agents and other business associates in their personal or professional capacities.


(C)	The Lessor and each Lessee desire the Servicer to perform various servicing functions with respect to the Lease Vehicles (to the extent relating to the Vehicles purported to be leased pursuant to this Agreement), and the Servicer desires to perform such functions, in accordance with the terms hereof.

THE PARTIES HEREBY AGREE AS FOLLOWS


1	DEFINITIONS AND CONSTRUCTION


1.1	Definitions


1.2	Rules of Construction


(a)	In this Agreement, including the preamble, recitals, attachments, schedules, annexes, exhibits and joinders hereto unless the context otherwise requires, words and expressions used have the constructions ascribed to them in Clause 2 ( Principles of Interpretation and Construction ) of the Master Definitions and Constructions Agreement.


(b)	If any obligations of a party to this Agreement or provisions of this Agreement are subject to or contrary to any mandatory principles of applicable law, compliance with such obligations and/or provisions of this Agreement shall be deemed to be subject to such mandatory principles (or waived) to the extent necessary to be in compliance with such law.

(c)


(d)	Words in Spanish used in this Agreement and having a specific legal meaning should prevail over the English translation.


1.3	Scope of Agreement

The parties hereto acknowledge that this Agreement is only being entered into in connection with the Vehicles purported to be leased pursuant to this Agreement, the Spanish Collateral and the Spanish Related Documents and that there is a separate Dutch Master Lease being entered into between, inter alios , Dutch FleetCo and Dutch OpCo in connection with the Dutch Vehicles, Dutch Collateral and the Dutch Related Documents.


1.4	Effectiveness

The parties hereto acknowledge and agree that the rights and obligations under this Agreement shall become effective at the Effective Time.


2	NATURE OF AGREEMENT

(a)

Each Lessee and the Lessor intend that this Agreement is a lease and that the relationship between the Lessor and each Lessee pursuant to this Agreement shall always be only that of a lessor and a lessee, and each Lessee hereby declares, acknowledges and agrees that the Lessor is the owner of the Lease Vehicles, and legal title to the Lease Vehicles is held by the Lessor. No Lessee shall acquire by virtue of this Agreement any right, equity, title or interest in or to any Lease Vehicles, except the leasehold interest established by this Agreement. The parties agree that this Agreement is a lease on arm’s length terms and agree to treat the leasehold interest established by this Agreement as a lease for all purposes, including accounting, regulatory and otherwise.


(b)	[Reserved]


2.1	Lease of Vehicles


(a)	Purchase of Existing Fleet from Spanish OpCo .


(i)	On the Closing Date, (A) Spanish OpCo shall transfer to Spanish FleetCo all Vehicles to which it has legal title as of the Closing Date and (B) Spanish FleetCo shall accede to all Vehicle Purchasing Agreements to which Spanish OpCo is

party as of the Closing Date and shall be bound by the terms and provisions of such Vehicle Purchasing Agreements as if it were an original party thereto.


(ii)	On the Closing Date and subject to the terms and provisions hereof, (A) the Lessor shall lease to each Lessee and (B) each Lessee shall lease from the Lessor, in each case, all Vehicles transferred pursuant to Sub-Clause 2.1(a)(i) above.


(iii)	The capitalized cost of the Vehicles transferred pursuant to Sub-Clause 2.1(a)(i) above shall be the aggregate Net Book Value of such Vehicles as at the Closing Date.

(b)


(c)	Conditions Precedent to Lease of Lease Vehicles . The agreement of the Lessor to commence leasing any Lease Vehicle to any Lessee hereunder is subject to the following conditions precedent being satisfied at the time the Lessor orders such Lease Vehicles:

(i)


(ii)	Funding . Spanish FleetCo shall have sufficient available funding to purchase such Lease Vehicle;

(iii)


(iv)	Eligible Vehicle . Such Lease Vehicle is an Eligible Vehicle or in the case of any Credit Vehicle will be an Eligible Vehicle following payment of the purchase price in respect thereof;


(v)	Vehicle Purchasing Agreement . Such Lease Vehicle has been ordered in accordance with the terms of the relevant Vehicle Purchasing Agreement;


(vi)	Lease Expiration Date . The Lease Expiration Date has not occurred; and


(vii)	Payment . If such Lease Vehicle was purchased by Spanish FleetCo on non-credit terms, Spanish FleetCo has paid in full the purchase price for such Lease Vehicle and if such Lease Vehicle was purchased on credit terms by Spanish

FleetCo, such Lease Vehicle has been delivered to or (as the case may be) is available for collection by Spanish FleetCo.


(d)	Lease Vehicle Purchases and Lease Vehicle Acquisition Schedules

(i)

Each Lessee may from time to time request that the Lessor acquires vehicles for the purpose of leasing such vehicles in accordance with the terms of this Agreement. The Lessor may, in its absolute discretion, and provided that the conditions precedent in Clause 2.1(c) ( Conditions Precedent to Lease of Lease Vehicles ) above have been satisfied or waived, order the relevant vehicles in accordance with the terms of the relevant Vehicle Purchasing Agreement. Each Lessee shall deliver or cause to be delivered to the Lessor one or more schedules identifying the vehicles which the Lessor has acquired pursuant to a Vehicle Purchasing Agreement following a request by such Lessee, which schedules shall include the Basic Lease Vehicle Information (each such schedule, a “ Lease Vehicle Acquisition Schedule ”). Each Lessee hereby agrees that each such delivery of a Lease Vehicle Acquisition Schedule shall be deemed hereunder to constitute a representation and warranty by such Lessee, to and in favor of the Lessor, that each condition precedent to the leasing of the Lease Vehicles identified in such Lease Vehicle Acquisition Schedule has been satisfied as of the date of such delivery.

(ii)


(iii)	The Lease Vehicle Acquisition Schedule for each Lease Vehicle to be leased hereunder on the Closing Date shall be substantially in the form as set out in Schedule VI ( Form of Initial Lease Vehicle Acquisition Schedule ).


(e)	Lease Vehicle Acceptance or Non-conforming Lease Vehicle Rejection .

(i)

Subject to Sub-Clause 2.1(e)(ii) below, with respect to any vehicle identified on a Lease Vehicle Acquisition Schedule and made available for lease by the Lessor to any Lessee, such Lessee shall have the right to inspect such vehicle within five (5) days of receipt (or such shorter period as may be contemplated under the applicable Vehicle Purchasing Agreement) (the “ Inspection Period ”) of such vehicle and either accept or, if such vehicle is a Non-conforming Lease Vehicle, reject such vehicle; provided that, such Lessee shall be deemed to have accepted such vehicle as a Lease Vehicle unless it has notified the Lessor in writing that such vehicle is a Non-conforming Lease Vehicle during the Inspection Period (the delivery date of such written notice, the “ Rejection Date ”). If such Lessee timely notifies the Lessor that such Vehicle is a Non-conforming Lease Vehicle, then such Non-conforming Lease Vehicle with respect to which such Lessee has so notified the Lessor shall be a “ Rejected Vehicle ”.

(ii)


(iii)	The Lessor shall cause the Servicer to dispose of a Rejected Vehicle described in sub-paragraph (i) above (including by returning such Rejected Vehicle to the seller thereof in accordance with the terms of the applicable Vehicle Purchasing Agreement) in accordance with Sub-Clause 6.2 ( Servicer Functions with Respect to Lease Vehicle Returns, Disposition and Invoicing ).


2.2	Certain Transfers


(a)	Sales to Lessee. The Lessor may sell a Lease Vehicle during such Lease Vehicle’s Vehicle Term to the relevant Lessee for an amount equal to the net book value under GAAP of such Lease Vehicle, and in any event, subject to compliance with arm’s length principles.

(b)


2.3	[Reserved]


2.4	Return

(a)

Lessee Right to Return . Any Lessee may return any Lease Vehicle (other than any Lease Vehicle that has experienced a Casualty or become an Ineligible Vehicle) then leased by such Lessee at any time prior to such Lease Vehicle’s Maximum Lease Termination Date to the Servicer at the location for such Lease Vehicle’s return reasonably specified by the Servicer; provided that, for the avoidance of doubt, the Vehicle Term for such Lease Vehicle will continue until the Vehicle Lease Expiration Date thereof, notwithstanding the prior return of such Lease Vehicle pursuant to this Sub-Clause 2.4(a) ( Lessee Right to Return ).


(b)	Lessee Obligation to Return . Each Lessee shall return each Lease Vehicle leased by such Lessee on or prior to such Lease Vehicle’s Maximum Lease Termination Date to the Servicer at the location for such Lease Vehicle’s return reasonably specified by the Servicer (taking into account transportation costs and expected realizable disposition proceeds).


2.5	Redesignation of Vehicles


(a)	Mandatory Program Vehicle to Non-Program Vehicle Redesignations . With respect to any Lease Vehicle that is a Program Vehicle leased by any Lessee hereunder as of any date of determination, the Lessor shall on the date specified in Sub-Clause 2.5(d) ( Timing of Redesignations ) redesignate such Lease Vehicle as a Non-Program Vehicle, if:


(i)	a Manufacturer Event of Default is continuing with respect to the Manufacturer of such Lease Vehicle as of such date; or

(ii)

(b)

(c)

(d)

Redesignations ) occurs. With respect to any redesignation to be effected pursuant to Sub-Clause 2.5(b) ( Optional Program Vehicle to Non-Program Vehicle Redesignations ) or 2.5(c) ( Non-Program Vehicle to Program Vehicle Redesignations ), such redesignation shall occur as of the first calendar day of the calendar month immediately following the calendar month of the date written notice was delivered by the applicable Lessee of such redesignation.

(e)

(f)


(i)	no payment shall be required to be made and no payment may be made by the Lessor pursuant to this Sub-Clause 2.5(f) ( Non-Program Vehicle to Program Vehicle Redesignation Payments ) to the extent that an Amortization Event or a Potential Amortization Event exists or would be caused by such payment;


(ii)	the amount of any such payment to be made by the Lessor on any such date shall be capped at and be paid from (and the obligation of the Lessor to make such payment on such date shall be limited to) the amount of funds available to the Lessor on such date; and


(iii)	if any such payment from the Lessor is limited in amount pursuant to the foregoing paragraph (i) or (ii), the Lessor shall pay to such Lessee the funds available to the Lessor on such Payment Date and shall pay to such Lessee on each Payment Date thereafter the amount available to the Lessor until such Redesignation to Program Amount has been paid in full to such Lessee.


2.6	Hell-or-High-Water Lease

Each Lessee’s obligation to pay all rent and other sums hereunder shall be absolute and unconditional, and shall not be subject to any abatement, setoff (except as required under Sub-Clause 4.8(f) below), counterclaim, deduction or reduction for any reason whatsoever. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein) for any reason, including without limitation:


(i)	any defect in the condition, merchantability, quality or fitness for use of the Lease Vehicles or any part thereof;


(ii)	any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Lease Vehicles or any part thereof;


(iii)	any restriction, prevention or curtailment of or interference with any use of the Lease Vehicles or any part thereof;


(iv)	any defect in or any Security on title to the Lease Vehicles or any part thereof;


(v)	any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of such Lessee or the Lessor;


(vi)	any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Agreement by any trustee or receiver of any Person mentioned above, or by any court;


(vii)	any claim that such Lessee has or might have against any Person, including without limitation the Lessor;


(viii)	any failure on the part of the Lessor or such Lessee to perform or comply with any of the terms hereof or of any other agreement;


(ix)	any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Spanish Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise;


(x)	any insurance premiums payable by such Lessee with respect to the Lease Vehicles; or


(xi)	any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable.

This Agreement shall not be cancellable by any Lessee (subject to Clause 26 ( Lessee Termination and Resignation )) and, except as expressly provided by this Agreement, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction of Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. All covenants and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise stated.


3	TERM


3.1	Vehicle Term


(a)	Vehicle Lease Commencement Date . The “ Vehicle Lease Commencement Date ” with respect to any Lease Vehicle shall mean the date referenced in the applicable Lease Vehicle Acquisition Schedule with respect to such Lease Vehicle, provided that:


(i)	in respect of Lease Vehicles which were leased under the Terminated Dutch Master Lease, such date shall be the Closing Date;

(ii)

in respect of Lease Vehicles to be leased pursuant to this Agreement and which were not leased under the Terminated Dutch Master Lease, in no event shall such date be a date later than (i) the date that funds are expended by Spanish FleetCo to acquire such Lease Vehicle or (ii) if earlier, the date on which the Lease Vehicle is delivered (such date of payment, the “ Vehicle Funding Date ” for such Lease Vehicle).


(b)	Vehicle Term for Lease Vehicles . The “ Vehicle Term ” with respect to each Lease Vehicle shall extend from the Vehicle Lease Commencement Date through the earliest of:


(i)	the Disposition Date with respect to such Lease Vehicle;


(ii)	if such Lease Vehicle becomes a Rejected Vehicle, the Rejection Date with respect to such Rejected Vehicle; and


(iii)	the Maximum Lease Termination Date with respect to such Lease Vehicle

(the earliest of such three dates being referred to as the “ Vehicle Lease Expiration Date ” for such Lease Vehicle).


(c)	[Reserved]


(d)	Lease Vehicles with Multiple Vehicle Terms . For the avoidance of doubt, with respect to any Lease Vehicle that experiences more than one Vehicle Term pursuant to this Agreement, each such Vehicle Term with respect to such Lease Vehicle will be treated as an independent Vehicle Term for all purposes hereunder.


3.2	Spanish Master Lease Term

The “ Lease Commencement Date ” shall mean the Closing Date. The “ Lease Expiration Date ” shall mean the later of (i) the date of the final payment in full of the Spanish Notes and (ii) the Vehicle Lease Expiration Date for the last Lease Vehicle leased by the Lessee hereunder. The “ Term ” of this Agreement shall mean the period commencing on the Lease Commencement Date and ending on the Lease Expiration Date.


4	RENT AND LEASE CHARGES

Each Lessee will pay Rent due and payable on a monthly basis as set forth in this Clause 4 ( Rent and Lease Charges ).


4.1	Depreciation Records and Depreciation Charges

to such Lessees or by any other reasonable means of electronic transmission (including, without limitation, email or other file transfer protocol), and may be made directly by the Lessor or on its behalf by any agent or designee of the Lessor.


4.2	Monthly Base Rent


4.3	Final Base Rent


4.4	Program Vehicle Depreciation Assumption True-Up Amount


4.5	Monthly Variable Rent


(A)	all interest that has accrued on the Spanish Notes during the Interest Period for the Spanish Notes ending on the second Business Day immediately preceding the Determination Date immediately preceding such Payment Date, plus


(B)	all Spanish Carrying Charges with respect to such Payment Date, and


(ii)	the quotient (the “ VR Quotient ”) obtained by dividing:


(A)	the Net Book Value of such Lease Vehicle as of the last day of such Related Month (or, if earlier, the Disposition Date with respect to such Lease Vehicle) by


(B)	the aggregate Net Book Value as of the last day of such Related Month (or, in any such case, if earlier, the Disposition Date of such Lease Vehicle) of all such Lease Vehicles leased by the Lessor to the Lessees.


4.6	Casualty; Ineligible Vehicles


4.7	Payments

4.7.1

Subject to Clause 4.7.3 below, on each Payment Date and with respect to the Related Month thereto, after giving full credit for any prepayments made pursuant to Sub-Clause 4.9 ( Prepayments ), each Lessee shall pay to the Lessor an amount equal to the sum of the following amounts with respect to each Lease Vehicle leased by such Lessee hereunder to the last day of such Related Month (other than any Lease Vehicle the Disposition Date for which occurred during such Related Month):


(a)	the Monthly Base Rent with respect to such Lease Vehicle as of such Payment Date, plus


(b)	the Pre-VLCD Program Vehicle Depreciation Amount with respect to such Lease Vehicle, if any, plus


(c)	if the Program Vehicle Depreciation Assumption True-Up Amount owing with respect to such Lease Vehicle as of such Payment Date is a positive number, then such Program Vehicle Depreciation Assumption True-Up Amount minus all amounts previously paid by the applicable Lessee in respect of such Program Vehicle Depreciation Assumption True-Up Amount, plus


(d)	the Monthly Variable Rent with respect to such Lease Vehicle as of such Payment Date, plus


(e)	the Redesignation to Non-Program Amount, if any, with respect to such Lease Vehicle for such Payment Date.

4.7.2

Subject to Clause 4.7.3 below, on each Payment Date and with respect to the Related Month thereto, after giving full credit for any prepayments made pursuant to Sub-Clause 4.9 ( Prepayments ), each Lessee shall pay to the Lessor an amount equal to the sum of the following amounts with respect to each Lease Vehicle leased by such Lessee hereunder as of any day during such Related Month and the Disposition Date for which occurred during such Related Month:


(a)	the Casualty Payment Amount with respect to such Lease Vehicle, if any, plus


(b)	the Final Base Rent with respect to such Lease Vehicle, if any, plus


(c)	the Program Vehicle Special Default Payment Amount with respect to such Lease Vehicle, if any, plus


(d)	the Non-Program Vehicle Special Default Payment Amount with respect to such Lease Vehicle, if any, plus


(e)	the Early Program Return Payment Amount with respect to such Lease Vehicle, if any, plus


(f)	the Monthly Variable Rent owing with respect to such Lease Vehicle for such Payment Date.

4.7.3

The total amount of Rent payable by the Lessee to the Lessor on each Payment Date shall be adjusted by an amount (positive or negative) as reasonably determined by the Servicer to result in the net income and gains, of the Lessor for the Related Month, calculated in accordance with GAAP, taking into account, inter alia, (i) all interest expenses and other expenses of such Lessor (including, for the avoidance of doubt, such interest and other expenses paid and accrued but not yet paid) (in accordance with GAAP) and (ii) any losses or gains realized as of the last day of the Related Month in respect of the disposal of Non-Program Vehicles by (or on behalf of) the Lessor during such Related Month, being equal to one twelfth of the Spanish Minimum Profit Amount (the “ Rental Adjustment ”) provided that the Rental Adjustment shall not result in the Rent being reduced below such amount as is required by the Lessor to make any payments to third parties (including without limitation in respect of interest and other amounts payable to the Spanish Noteholder under the Spanish Note) on such Payment Date.


4.8	Making of Payments


(a)	All payments hereunder shall be made by the applicable Lessee, or by the Servicer or one or more of its Affiliates on behalf of such Lessee, to, or for the account of, the Lessor in immediately available funds, without setoff, counterclaim or deduction of any kind, except as required under Sub-Clause 4.8(f) below.


(b)	All such payments shall be deposited into the Spanish Transaction Account not later than 12:00 noon, London time, on such Payment Date.


(c)	If any Lessee pays less than the entire amount of Rent (or any other amounts) due on any Payment Date, after giving full credit for all prepayments made pursuant to Sub-Clause 4.9 ( Prepayments ) with respect to amounts due on such Payment Date, then the payment received from such Lessee in respect of such Payment Date shall be first applied to the Monthly Variable Rent due on such Payment Date.

(d)

In the event any Lessee fails to remit payment of any amount due under this Agreement on or before the Payment Date or when otherwise due and payable hereunder, the amount not paid will be considered delinquent and such Lessee shall pay default interest with respect thereto at a rate equal to (i) the effective interest rate payable by Spanish FleetCo on any overdue amounts owed by Spanish FleetCo with respect to the Spanish Notes or (ii) if no such interest is payable by Spanish FleetCo, EURIBOR plus 1.0%, during the period from the Payment Date on which such delinquent amount was payable until such delinquent amount (with accrued interest) is paid.


(e)	EUR is the currency of account payment for any sum due from one party to another under this Agreement.


(f)	Tax gross-up :


(i)	Each Lessee shall make all payments to be made by it under this Agreement without any Tax Deduction, unless a Tax Deduction is a Requirement of Law.


(ii)	Each Lessee shall, promptly upon becoming aware that it is required to make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lessor and the Spanish Security Trustee accordingly.


(iii)	If any Lessee is required by law to make a Tax Deduction, the amount of the payment due by such Lessee shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due to the payee if no Tax Deduction had been required.


(iv)	If any Lessee is required to make a Tax Deduction, such Lessee shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.


(v)	Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, each Lessee shall deliver to the Lessor and the Spanish Security Trustee evidence reasonably satisfactory to the Lessor that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant Tax Authority.


4.9	Prepayments


4.10	Ordering and Delivery Expenses


4.11	[Reserved]


5	VEHICLE OPERATIONAL COVENANTS


5.1	[Reserved]

5.1.1

Maintenance and Repairs . With respect to any Lessee and the Lease Vehicles leased by such Lessee hereunder, such Lessee shall pay for all maintenance and repairs. Each Lessee will pay, or cause to be paid, all usual and routine expenses incurred in the use and operation of Lease Vehicles leased by such Lessee hereunder including, but not limited to, fuel, lubricants, and coolants. Any improvements or additions to any Lease Vehicles shall become and remain the property of the Lessor, except that any addition to any Lease Vehicle made by any Lessee shall remain the property of such Lessee if such addition can be disconnected from such Lease Vehicle without impairing the functioning of such Lease Vehicle or its resale value, excluding such addition.


5.1.2	Insurance . Each Lessee shall:


(i)	arrange for the following insurances to be effected and maintained until the Lease Expiration Date:


(A)	for the Lessor, for itself and, to the extent each or any of the Lessor or a Lessee is required to do so as a Requirement of Law in the jurisdiction in which each or any of the Lessor or a Lessee is located, for any other Person, insurance cover which is a Requirement of Law, including providing protection against:


(1)	liability in respect of bodily injury or death caused to third parties; and


(2)	loss or damage to property belonging to third parties,


(B)	for the Lessor, the Spanish Security Trustee and itself, insurance cover providing protection against public and product liability in respect of Vehicles which the Lessor leases to the Lessees in an amount which would be considered to be reasonably prudent in the context of the vehicle rental industry (the “ Public/Product Liability Cover ”),

(each an “ Insurance Policy ” and, together the “ Insurance Policies ”), in each case with licensed insurance companies or underwriters;


(ii)	use reasonable endeavors to ensure that the Motor Third Party Liability Cover is endorsed by a non-vitiation clause substantially in the form as set out in Part A ( Non-vitiation endorsement ) of Schedule I ( Common Terms of Motor Third Party Liability Cover );


(iii)	use reasonable endeavors to ensure that the Motor Third Party Liability Cover is endorsed by a severability of interest clause substantially in the form as set out in Part B ( Severability of interest ) of Schedule I ( Common Terms of Motor Third Party Liability Cover );


(iv)	use reasonable endeavors to ensure that the Motor Third Party Liability Cover is endorsed by a “non-payment of premium” clause substantially in the form as set out in Part C ( Notice of non-payment of premium to be sent to the Spanish Security Trustee ) of Schedule I ( Common Terms of Motor Third Party Liability Cover );


(v)	upon knowledge of the occurrence of an event giving rise to a claim under any of the Insurance Policies, arrange for a claim to be filed with the relevant insurance company or underwriters and provide assistance in attempting to bring the claim to a successful conclusion;


(vi)	ensure that the Insurance Policies are renewed or (as the case may be) replaced in a timely manner and shall pay premiums promptly and in accordance with the requirements of the relevant Insurance Policy;


(vii)	notify the Lessor and the Spanish Security Trustee of any material changes to either a Lessee’s or the Lessor’s insurance coverage under any of the Insurance Policies;


(viii)	promptly notify the Lessor and the Spanish Security Trustee of:


(A)	any notice of threatened cancellation or avoidance of any of the Insurance Policies received from the relevant insurer; and


(B)	any failure to pay premiums to the insurer or broker in accordance with the terms of any such Insurance Policies;

(ix)

due by the Lessor, as the case may be (such indemnity shall be immediately due and payable by such Lessee);


(x)	retain custody of the original Insurance Policy documents and any correspondence regarding claims in respect of any of the Insurance Policies affecting the Lessor and shall supply the original Insurance Policy documents only (but not any claims correspondence) to the Spanish Liquidation Co-ordinator and (if so requested) supply the Lessor and the Spanish Security Trustee with copies thereof;

(xi)


(xii)	in respect of the Public/Product Liability Cover, if such insurance is obtained through a placing broker (or such placing broker is replaced with another), use reasonable endeavors to obtain a letter of undertaking substantially in the form set out in Schedule II ( Insurance Broker Letter of Undertaking ) Part A ( Public/Product Liability Cover ); and


(xiii)	in respect of the Motor Third Party Liability Cover, if such insurance is obtained through a placing broker (or such placing broker is replaced with another), use reasonable endeavors to obtain a letter of undertaking substantially in the form set out in Schedule II ( Insurance Broker Letter of Undertaking ) Part B ( Motor Third Party Liability ).


5.1.3	Ordering and Delivery Expenses . Each Lessee shall be responsible for the payment of all ordering and delivery expenses as set forth in Sub-Clause 4.10 ( Ordering and Delivery Expenses ).

5.1.4

Fees; Traffic Summonses; Penalties and Fines . With respect to any Lessee and the Lease Vehicles leased by such Lessee hereunder, and notwithstanding the fact that the Lessor is the legal owner of any Spanish Vehicle, each Lessee shall be responsible for the payment of all registration fees, title fees, license fees or other similar governmental fees and taxes, all costs and expenses in connection with the transfer of title of, or reflection of the interest of any security holder in, any Lease Vehicle, traffic summonses, penalties, judgments and fines incurred with respect to any Lease Vehicle during the Vehicle Term for such Lease Vehicle or imposed during the Vehicle Term for such Lease Vehicle by any Governmental Authority with respect to such Lease Vehicles and any premiums relating to any of the Insurance Policies under Sub-Clause 5.1.2 ( Insurance ) above, in connection with such Lessee’s operation of such Lease Vehicles. The Lessor may, but is not required to, make any and all payments pursuant to this Sub-Clause 5.1.4 ( Fees; Traffic Summonses; Penalties and Fines ) on behalf of such Lessee, provided that, such Lessee will reimburse the Lessor in full for any and all payments made pursuant to this Sub-Clause 5.1.4.


5.1.5	Provide a list of registered Vehicles to the Board of Directors upon the Board of Directors’ reasonable request, which shall be limited to a maximum of two requests per calendar year.

5.1.6


5.1.7	Landlord’s lien. Each Lessee shall use reasonable efforts to discharge any lien or pledge created in favour of a vehicle garage which is in possession of any Lease Vehicle in relation to any maintenance work.


5.2	Vehicle Use

5.2.1

Each Lessee may use Lease Vehicles leased hereunder in connection with its car rental business, including use by such Lessee’s and its subsidiaries’ employees, directors, officers, agents, representatives and other business associates in their personal or professional capacities, subject to Sub-Clause 6.1 ( Servicer Functions with Respect to Lease Vehicle Returns, Disposition and Invoicing ), Sub-Clause 8.6 ( Preservation of rights ) and Clause 8.6 ( Default and Remedies Therefor ) hereof and Sub-Clause 10.2 ( Rights of the Spanish Security Trustee upon Amortization Event or Certain Other Events of Default ) of the Spanish Facility Agreement. Each Lessee agrees to possess, operate and maintain each Lease Vehicle leased to it in a manner consistent with how such Lessee would possess, operate and maintain such Vehicle were such Lessee the beneficial owner of such Lease Vehicle.


5.2.2	In addition to the foregoing, each Lessee may sublet Lease Vehicles to any of:

(A)

any Person(s), so long as (i) the sublease of such Lease Vehicles satisfies the Non-Franchisee Third Party Sublease Contractual Criteria, (ii) the Lease Vehicles being subleased are being used in connection with such Person(s)’ business and (iii) the aggregate Net Book Value of the Lease Vehicles being subleased at any one time pursuant to this Sub-Clause 5.2.2(A) ( Vehicle Use ) does not exceed one (1) per cent of the aggregate Net Book Value of all Lease Vehicles being leased under this Agreement at such time;

(B)

any franchisee of any Affiliate of any Lessee (and which franchisee, for the avoidance of doubt, may be an Affiliate of any Lessee), so long as (i) the sublease of such Lease Vehicles satisfies the Franchisee Sublease Contractual Criteria, (ii) such franchisee meets the normal credit and other approval criteria for franchises of such Affiliate and (iii) the aggregate Net Book Value of the Lease Vehicles being subleased pursuant to this Sub-Clause 5.2.2(B) ( Vehicle Use ) at any one time does not exceed five (5) per cent of the aggregate Net Book Value of all Lease Vehicles being leased under this Agreement at such time;

(C)

any Affiliate of any Lessee, so long as (i) the sublease of such Lease Vehicles to such Affiliate states in writing that it is subject to the terms and conditions of this Agreement and is subordinate in all respects to this Agreement, (ii) the Lease Vehicles being so subleased are being used in connection with such Affiliate’s business, including use by such Affiliate’s and its subsidiaries’ employees, directors, officers, agents, representatives and other business associates in their personal or professional capacities and (iii) the aggregate Net Book Value of the Lease Vehicles being subleased at any one time pursuant to this Sub-Clause 5.2.2(C) does not exceed five (5) per cent. of the aggregate Net Book Value of all Lease Vehicles being leased under this Agreement;

(D)

subject to the provisions of Sub-Clause 5.2.2(E) below, any Affiliate of any Lessee in a jurisdiction different than the jurisdiction where the Lessee is located (other than France), so long as (i) the sublease of such Lease Vehicles to such Affiliate states in writing that it is subject to the terms and conditions of this Agreement and is subordinate in all respects to this Agreement, (ii) the Lease Vehicles being so subleased are being used in connection with such Affiliate’s business, including use by such Affiliate’s and its subsidiaries’ employees, directors, officers, agents, representatives and other business associates in their personal or professional capacities and (iii) the aggregate Net Book Value of the Lease Vehicles being subleased at any one time pursuant to this Sub-Clause 5.2.2(D) does not exceed one (1) per cent. of the aggregate Net Book Value of all Lease Vehicles being leased under this Agreement; and


(E)	in addition to the provisions of Sub-Clause 5.2.2(D) above, any Affiliate of any Lessee in France, so long as (i) the sublease of such Lease Vehicles to such Affiliate states in writing that it is subject to the terms and conditions of this Agreement and is subordinate in all respects to this Agreement, (ii) the Lease Vehicles being so subleased are being

used in connection with such Affiliate’s business, including use by such Affiliate’s and its subsidiaries’ employees, directors, officers, agents, representatives and other business associates in their personal or professional capacities and (iii) the aggregate Net Book Value of the Lease Vehicles being subleased at any one time pursuant to this Sub-Clause 5.2.2(E) does not exceed four (4) per cent. of the aggregate Net Book Value of all Lease Vehicles being leased under this Agreement.

On the first day of each calendar month, each Lessee shall deliver to the Servicer a list identifying each Lease Vehicle subleased by such Lessee pursuant to the preceding paragraphs (C) to (E) and the sublessee of each such Lease Vehicle, in each case, as of the last day of the immediately preceding calendar month, each of which deliveries will be satisfied by the Servicer having actual knowledge of each such subleased Lease Vehicle and the related sublessee to whom such Lease Vehicle was then being subleased.

The sublease of any Lease Vehicles permitted by this Clause 5 ( Vehicle Operational Covenants ) shall not release any Lessee from any obligations under this Agreement.


5.3	Non-Disturbance

With respect to any Lessee, so long as such Lessee satisfies its obligations hereunder, its quiet enjoyment, possession and use of the Lease Vehicles will not be disturbed during the Term subject, however, to Sub-Clause 6.1 ( Servicer Functions with Respect to Lease Vehicle Returns, Disposition and Invoicing ), Sub-Clause 8.6 ( Preservation of rights ) and Clause 8.6 ( Default and Remedies Therefor ) hereof and except that the Lessor and the Spanish Security Trustee each retain the right, but not the duty, to inspect the Lease Vehicles leased by such Lessee without disturbing such Lessee’s business.


5.4	Manufacturer’s Warranties


5.5	Program Vehicle Condition Notices


6	SERVICER FUNCTIONS AND COMPENSATION


6.1	Servicer Appointment

Spanish FleetCo has appointed the Servicer in accordance with this Agreement to provide the services in accordance with the terms of this Agreement and the Servicer has accepted such appointment. In connection with the rights, powers and discretions conferred on the Servicer under this Agreement, the Servicer shall have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary in relation to the exercise of such rights, powers and discretions in respect of the performance of the relevant services.


6.2	Servicer Functions with Respect to Lease Vehicle Returns, Disposition and Invoicing

(a)

(b)


(c)	With respect to any Lease Vehicle that is (i) a Non-Program Vehicle and is returned to or at the direction of the Servicer pursuant to Sub-Clause 2.4 ( Return ) or (ii) becomes a Rejected Vehicle, the Servicer shall arrange for the disposition of such Lease Vehicle in accordance with the Servicing Standard.

(d)

(e)


(f)	Upon the occurrence of a Liquidation Event, the Servicer shall dispose of any Lease Vehicles in accordance with the instructions of the Lessor or the Spanish Security Trustee. To the extent the Servicer fails to so dispose of any such Lease Vehicles, the Lessor and the Spanish Security Trustee shall have the right to otherwise dispose of such Lease Vehicles.


(g)	In each case, in accordance with the Servicing Standard, the Servicer shall:


(i)	designate (or redesignate, as the case may be) Spanish Vehicles on its computer systems as being leased hereunder;


(ii)	direct payments due in connection with the Manufacturer Programs with respect to Program Vehicles to be deposited directly into the Spanish Collection Account;

(iii)

deposit (A) all sale proceeds received by the Servicer from sales of Spanish Vehicles to third parties (other than in connection with any related Manufacturer Program); and (B) if a Spanish Leasing Company Amortization Event with respect to Spanish FleetCo has occurred and is continuing, insurance proceeds and warranty payments in respect of such Spanish Vehicles received directly by the Servicer or the Lessor (as the case may be), in each case into the Spanish Collection Account within two (2) Business Days of receipt by the Servicer;


(iv)	furnish the Servicer Report as provided in Sub-Clause 6.8 ( Servicer Records and Servicer Reports );


(v)	subject to Clause 2.5(a) ( Mandatory Program Vehicle to Non-Program Vehicle Redesignation ), comply with any obligation to return vehicles to the Manufacturer in accordance with the relevant Manufacturer Program; and


(vi)	otherwise administer and service the Lease Vehicles.

(h)

The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder (including, without limitation, the related Sub-Servicers, if any, applied pursuant to Sub-Clause 6.7 ( Sub-Servicers ) below) to do any and all things in connection with its servicing and administration duties that it may deem necessary or desirable to accomplish such servicing and administration duties and that does not materially adversely affect the interests of the Lessor or the Noteholders. Any permissive right of the Servicer contained in this Agreement shall not be construed as a duty.


6.3	Required Contractual Criteria

The Servicer shall, prior to the expiry of a Vehicle Purchasing Agreement to which Spanish FleetCo is a party, commence negotiations with the relevant Manufacturers and Dealers on behalf of Spanish FleetCo to renew such Vehicle Purchasing Agreement (where a renewal of the Vehicle Purchasing Agreement is sought) and in circumstances where entry into a Vehicle Purchasing Agreement with a new Manufacturer or Dealer is sought (subject to the conditions below) the Servicer shall negotiate the terms of such new Vehicle Purchasing Agreement on behalf of Spanish FleetCo including, without limitation, the Required Contractual Criteria (or seeking a waiver from the Spanish Security Trustee in relation to any deviations from the Required Contractual Criteria, provided that the Spanish Security Trustee shall not under any circumstance grant a waiver in respect of a deviation from the substance of paragraphs 1.5 and 1.6 of the Required Contractual Criteria). The Spanish Security Trustee shall grant a waiver in respect of any deviation from paragraph 1.3 of the Required Contractual Criteria such that the bonus payments or other amounts described in paragraph 1.3 of the Required Contractual Criteria are to be payable to or for the account of Spanish FleetCo, provided that each of the following requirements is met:


(a)	it receives the approval of the Spanish Security Trustee acting at the written direction of the Issuer Security Trustee, itself acting at the written direction of the Required Noteholders; and


(b)	subject to usual qualifications or reservations, the Servicer provides the Spanish Security Trustee with satisfactory legal, taxation and accounting reports or opinions establishing that the deviation will not affect the insolvency remoteness of Spanish FleetCo nor materially increase the tax liability of Spanish FleetCo.


6.4	Servicing Standard and Data Protection


6.5	Servicer Acknowledgment

The parties to this Agreement acknowledge and agree that Spanish OpCo acts as Servicer of the Lessor pursuant to this Agreement, and, in such capacity, as the agent of the Lessor, for purposes of performing certain duties of the Lessor under this Agreement and the Spanish Related Documents.


6.6	Servicer’s Monthly Fee

(a)

As compensation for the Servicer’s performance of its duties, the Lessor shall pay to or at the direction of the Servicer on each Payment Date (i) a fee (the “ Spanish Monthly Servicing Fee ”) equal to one-twelfth of the Spanish Servicing Fee and (ii) the reasonable costs and expenses of the Servicer incurred by it during the Related Month as a result of arranging for the sale of Lease Vehicles returned to the Lessor in accordance with Sub-Clause 2.4(a) ( Lessee Right to Return ); provided, however, that such costs and expenses shall only be payable to or at the direction of the Servicer to the extent of any excess of the sale price received by or on behalf of the Lessor for any such Lease Vehicle over the Net Book Value thereof.

(b)


6.7	Sub-Servicers


(a)	the Servicer shall maintain up-to-date records of the Servicer’s obligations as Servicer which have been delegated to any Sub-Servicer, and such records shall contain the name and contact information of the Sub-Servicer;


(b)	in delegating any of its obligations as Servicer to a Sub-Servicer, the Servicer shall act as principal and not as an agent of the Lessor and shall use reasonable skill and care in choosing a Sub-Servicer;


(c)	the Servicer shall not be released or discharged from any liability under this Agreement, and no liability shall be diminished, and the Servicer shall remain primarily liable for the performance of all of the obligations of the Servicer under this Agreement;


(d)	the performance or non-performance and the manner of performance by any Sub-Servicer of any of the obligations of the Servicer as Servicer shall not affect the Servicer’s obligations under this Agreement;


(e)	any breach in the performance of the Servicer’s obligations as Servicer by a Sub-Servicer shall be treated as a breach of this Agreement by the Servicer, subject to the Servicer being entitled to remedy such breach for a period of fourteen (14) Business Days of the earlier of:


(i)	the Servicer becoming aware of the breach; and


(ii)	receipt by the Servicer of written notice from the Lessor or the Spanish Security Trustee requiring the same to be remedied; and


(f)	neither the Lessor nor the Spanish Security Trustee shall have any liability for any act or omission of any Sub-Servicer and shall have no responsibility for monitoring or investigating the suitability of any Sub-Servicer.


6.8	Servicer Records and Servicer Reports


(a)	On each Business Day commencing on the date hereof, the Servicer shall prepare and maintain electronic records (such records, as updated each Business Day, the “ Servicer Records ”), showing each Lease Vehicle by the VIN with respect to such Lease Vehicle.

(b)

On the date hereof, the Servicer shall deliver or cause to be delivered to the Issuer Security Trustee and the Spanish Security Trustee the Servicer Records as of such date, which delivery may be satisfied by the Servicer posting, or causing to be posted, such Servicer Records to a password-protected website made available to the Spanish Security Trustee and the Lessor or by any other reasonable means of electronic transmission (including, without limitation, e-mail, file transfer protocol or otherwise).

(c)

On each Business Day following the date hereof, the Servicer shall deliver or cause to be delivered to the Spanish Security Trustee a schedule listing all changes to the Servicer Records in respect of the foregoing Sub-Clauses 6.7(a) and (b) ( Servicer Records and Servicer Reports ) since the preceding Business Day (such schedule as delivered each Business Day, a “ Servicer Report ”), which delivery may be satisfied by the Servicer posting, or causing to be posted, such Servicer Report to a password-protected website made available to the Spanish Security Trustee and the Lessor or by any other

reasonable means of electronic transmission (including, without limitation, e-mail, file transfer protocol or otherwise).


6.9	Powers of Attorney

Spanish FleetCo will grant immediately after the Closing Date and in any event within the following two Business Days after the Closing Date in favor of relevant persons within Spanish OpCo, the relevant power of attorney in substantially the form of Schedule V hereto, with faculties of delegation, so that they can bind Spanish FleetCo vis-à-vis third parties in relation to the service to be provided hereunder by the Servicer to Spanish FleetCo. Such power of attorney shall cease to have effect when the Servicer ceases to act as servicer under this Agreement or when the Lessor terminates such power of attorney.


6.10	Servicer’s agency limited

The Servicer shall have no authority by virtue of this Agreement to act for or represent Spanish FleetCo as agent or otherwise, save in respect of those functions and duties which it is expressly authorized to perform and discharge by this Agreement and for the period during which this Agreement so authorizes it to perform and discharge those functions and duties.


6.11	Resignation of Servicer

The Servicer may, by giving not less than fourteen (14) days’ written notice to Spanish FleetCo and the Spanish Security Trustee, resign as Servicer, provided that, other than where all amounts due and payable under the Spanish Facility Agreement are being repaid in full, a replacement Servicer satisfactory to Spanish FleetCo and the Spanish Security Trustee has been or will, simultaneously with the termination of the Servicer’s appointment under this Agreement, be appointed (it being understood that it is Spanish FleetCo’s obligation and not the Spanish Security Trustee’s obligation to negotiate and make such appointment).


6.12	Tax certificate

As established in article 43.1.(f) of the Spanish General Tax Law 58/2003, of 17 December, the Servicer shall provide the Lessor with the relevant certificate issued by the Spanish Tax Authorities once every twelve months confirming that the Servicer has no pending tax obligations. Such certificates shall make reference to the Lessor as recipient of the services rendered by the Servicer and the fact that the issuance of such certificate has been made in order to avoid the secondary liability as established in article 43.1.(f) of the Spanish General Tax Law 58/2003, of 17 December.


6.13	Labor and Social Security information

The Servicer shall:


(a)	provide the Lessor on a quarterly basis during the term of this Agreement with updated certificates of compliance issued by the General Treasury of the Social Security which evidence its fulfilment with its social security payment obligations;


(b)	upon the request of the Lessor the Spanish Security Trustee at any time during the life of this Agreement, and upon 15 days written prior notice (but no more than once within a calendar month), provide the social security contribution bulletins corresponding to its employees; and


(c)	during normal business hours and upon 15 days prior written notice, provide to the Lessor, the Spanish Security Trustee, all documentary evidence of its fulfilment of its relevant labor payment obligations.


7	CERTAIN REPRESENTATIONS AND WARRANTIES

Spanish OpCo, as Lessee, represents and warrants to the Lessor and the Spanish Security Trustee that as of the Closing Date, and as of each Vehicle Lease Commencement Date, and each Additional Lessee represents and warrants to the Lessor and the Spanish Security Trustee that as of the Joinder Date with respect to such Additional Lessee, and as of each Vehicle Lease Commencement Date applicable to such Additional Lessee occurring on or after such Joinder Date:


7.1	Organization; Power; Qualification

Such Lessee has been duly formed and is validly existing as a corporation, limited liability company or trust under the laws of its jurisdiction of organization, with corporate power under the laws of such jurisdiction to execute and deliver this Agreement and the other Related Documents to which it is a party and to perform its obligations hereunder and thereunder.


7.2	Authorization; Enforceability

Each of this Agreement and the other Related Documents to which it is a party has been duly authorized, executed and delivered on behalf of such Lessee and, assuming due authorization, execution and delivery by the other parties hereto or thereto, is a valid and legally binding agreement of such Lessee enforceable against such Lessee 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 or by an implied covenant of good faith and fair dealing).


7.3	Compliance

The execution, delivery and performance by such Lessee of this Agreement and the Spanish Related Documents to which it is a party will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any security, charge or encumbrance upon any of the property or assets of such Lessee other than Security arising under the Spanish Related Documents pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or other similar agreement or instrument under which such Lessee is a debtor or guarantor (except to the extent that such conflict, breach, creation or imposition is not reasonably likely to have a Lease Material Adverse Effect) nor will such action result in a violation of any provision of applicable law or regulation (except to the extent that such violation is not reasonably likely to result in a Lease Material Adverse Effect) or of the provisions of the certificate of incorporation or the by-laws of the Lessee.


7.4	Governmental Approvals

There is no consent, approval, authorization, order, registration or qualification of or with any Governmental Authority having jurisdiction over such Lessee which is required for the execution, delivery and performance of this Agreement or the Spanish Related Documents (other than such consents, approvals, authorizations, orders, registrations or qualifications as have been obtained or made), except to the extent that the failure to so obtain or effect any such consent, approval, authorization, order, registration or qualification is not reasonably likely to result in a Lease Material Adverse Effect.


7.5	[Reserved]


7.6	[Reserved]


7.7	Spanish Supplemental Documents True and Correct

All information contained in any material Spanish Supplemental Document that has been submitted, or that may hereafter be submitted by such Lessee to the Lessor is, or will be, true, correct and complete in all material respects.


7.8	[Reserved]


7.9	[Reserved]


7.10	Eligible Vehicles


8	CERTAIN AFFIRMATIVE COVENANTS

Until the expiration or termination of this Agreement, and thereafter until the obligations of each Lessee under this Agreement and the Spanish Related Documents are satisfied in full, each Lessee covenants and agrees that, unless at any time the Lessor and the Spanish Security Trustee shall otherwise expressly consent in writing, it will:


8.1	Corporate Existence; Foreign Qualification


8.2	Books, Records, Inspections and Access to Information


(a)	Maintain complete and accurate books and records with respect to the Lease Vehicles leased by it under this Agreement and the other Spanish Collateral;

(b)

At any time and from time to time during regular business hours, upon reasonable prior notice from the Lessor, the Spanish Security Trustee or the Issuer Security Trustee (acting upon the instructions of the Required Noteholders), permit the Lessor or the Spanish Security Trustee (or such other Person who may be designated from time to time by the Lessor or the Spanish Security Trustee) to examine and make copies of such books, records and documents in the possession or under the control of such Lessee relating to the Lease Vehicles leased by it under this Agreement and the other Spanish Collateral;

(c)

Permit any of the Lessor, the Spanish Security Trustee or the Issuer Security Trustee (acting upon the instructions of the Required Noteholders) (or such other Person who may be designated from time to time by any of the Lessor, the Spanish Security Trustee or the Issuer Security Trustee) to visit the office and properties of such Lessee for the purpose of examining such materials, and to discuss matters relating to the Lease Vehicles leased by such Lessee under this Agreement with such Lessee’s independent public accountants or with any of the Authorized Officers of such Lessee having knowledge of such matters, all at such reasonable times and as often as the Lessor, the Spanish Security Trustee or the Issuer Security Trustee may reasonably request;


(d)	Upon the request of the Lessor, the Spanish Security Trustee or the Issuer Security Trustee (acting upon the instructions of the Required Noteholders) from time to time, make reasonable efforts (but not disrupt the ongoing normal course rental of Lease

Vehicles to customers) to confirm to the Lessor, the Spanish Security Trustee and/or the Issuer Security Trustee the location and mileage (as recorded in the Servicer’s computer systems) of each Lease Vehicle leased by such Lessee hereunder and to make available for the Lessor’s, the Spanish Security Trustee’s and/or the Issuer Security Trustee’s inspection within a reasonable time period such Lease Vehicle at the location where such Lease Vehicle is then domiciled; and

(e)

During normal business hours and with prior notice of at least three (3) Business Days, make its records pertaining to the Lease Vehicles leased by such Lessee hereunder available to the Lessor, the Spanish Security Trustee or the Issuer Security Trustee (acting upon the instructions of the Required Noteholders) for inspection at the location or locations where such Lessee’s records are normally domiciled,


8.3	[Reserved]


8.4	Merger


8.5	Reporting Requirements

Furnish, or cause to be furnished to the Lessor and the Spanish Security Trustee:


(a)	no later than the prescribed statutory deadline required by its articles of association and in any event by no later than six months after the end of each financial year, its audited Annual Financial Statements together with the related auditors' report(s);


(b)	promptly after becoming aware thereof, (a) notice of the occurrence of any Potential Lease Event of Default or Lease Event of Default, together with a written statement of an Authorized Officer of such Lessee describing such event and the action that such Lessee proposes to take with respect thereto, and (b) notice of any Amortization Event.

The financial data that shall be delivered to the Lessor and the Spanish Security Trustee pursuant to this Sub-Clause 8.5 ( Reporting Requirements ) shall be prepared in conformity with GAAP.

Documents, reports, notices or other information required to be furnished or delivered pursuant to this Sub-Clause 8.5 ( Reporting Requirements ) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which any Lessee posts such documents, or provides a link thereto on Spanish OpCo’s or any Parent’s website (or such other website address as any Lessee may specify by written notice to the Lessor and the Spanish Security Trustee from time to time) or (ii) on which such documents are posted on Spanish OpCo’s or any Parent’s behalf on an internet or intranet website to which the Lessor and the Spanish Security Trustee have access (whether a commercial, government or third-party website or whether sponsored by or on behalf of the Spanish Security Trustee).


8.6	Preservation of rights

Preserve and/or exercise and/or enforce its rights and/or shall procure that the same are preserved, exercised or enforced on its behalf (including by the Spanish Security Trustee) in

respect of the Spanish Vehicles, including but not limited to promptly notifying any Insolvency Official of a Manufacturer or Dealer of any retention of title existing in respect of one or more Spanish Vehicles in favour of the Lessor.


9	DEFAULT AND REMEDIES THEREFOR


9.1	Events of Default

Any one or more of the following will constitute an event of default (a “ Lease Event of Default ”) as that term is used herein:


9.1.1	there occurs a default in the payment of any Rent or other amount payable by any Lessee under this Agreement that continues for a period of five (5) consecutive Business Days;


9.1.2	any unauthorized assignment or transfer of this Agreement by any Lessee occurs;

9.1.3

the failure of any Lessee to observe or perform any other covenant, condition, agreement or provision hereof, including, but not limited to, usage, and maintenance that in any such case has a Lease Material Adverse Effect, and such default continues for more than thirty (30) consecutive days after the earlier of the date written notice thereof is delivered by the Lessor or the Spanish Security Trustee to such Lessee or the date an Authorized Officer of such Lessee obtains actual knowledge thereof;

9.1.4

if (i) any representation or warranty made by any Lessee herein is inaccurate or incorrect or is breached or is false or misleading as of the date of the making thereof or any schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of any Lessee to the Lessor or the Spanish Security Trustee is false or misleading on the date as of which the facts therein set forth are stated or certified, (ii) such inaccuracy, breach or falsehood has a Lease Material Adverse Effect with respect to the Lessor, and (iii) the circumstance or condition in respect of which such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading, as the case may be, shall not have been eliminated or otherwise cured for thirty (30) consecutive days after the earlier of (x) the date of the receipt of written notice thereof from the Lessor or the Spanish Security Trustee to the applicable Lessee and (y) the date an Authorized Officer of the applicable Lessee learns of such circumstance or condition;


9.1.5	an Event of Bankruptcy occurs with respect to Hertz or with respect to any Lessee;

9.1.6

this Agreement or any portion thereof ceases to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the Spanish Related Documents) or a proceeding shall be commenced by any Lessee to establish the invalidity or unenforceability of this Agreement, in each case other than with respect to any Lessee that at such time is not leasing any Lease Vehicles hereunder;


9.1.7	a Servicer Default occurs; or


9.1.8	a Liquidation Event occurs.


9.2	Effect of Lease Event of Default. If any Lease Event of Default set forth in Sub-Clause 9.1.1, 9.1.2, 9.1.5, 9.1.6 or 9.1.8 ( Events of Default ) shall occur and be continuing, the Lessee’s right of possession with respect to any Lease Vehicles leased hereunder shall be subject to the

Lessor’s option to terminate such right as set forth in Sub-Clause 9.3 ( Rights of Lessor Upon Lease Event of Default ) and 9.4 ( Liquidation Event and Non-Performance of Certain Covenants ).


9.3	Rights of Lessor Upon Lease Event of Default


9.3.1	If a Lease Event of Default shall occur and be continuing, then the Lessor may proceed by appropriate court action or actions, either at law or in equity, to enforce performance by any Lessee of the applicable covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Sub-Clause 9.5 ( Measure of Damages ).

9.3.2

If any Lease Event of Default set forth in Sub-Clauses 9.1.1, 9.1.2, 9.1.5, 9.1.6 or 9.1.8 ( Events of Default ) shall occur and be continuing, then (i) the Lessor shall have the right to serve notice on the other parties hereto, a “ Master Lease Termination Notice ”, and following service of such notice shall have the right to (a) to terminate any Lessee’s rights of use and possession hereunder of all or a portion of the Lease Vehicles leased hereunder by such Lessee, (b) to take possession of all or a portion of the Lease Vehicles leased by any Lessee hereunder and (c) to peaceably enter upon the premises of any Lessee or other premises where Lease Vehicles may be located and take possession of all or a portion of the Lease Vehicles and thenceforth hold, possess and enjoy the same free from any right of any Lessee, or its successors or assigns, and to use such Lease Vehicles for any purpose whatsoever and (ii) the Lessees, at the request of the Lessor or the Spanish Security Trustee acting on the instructions of the Required Noteholders, shall return or cause to be returned all Lease Vehicles to the Lessor or the Spanish Security Trustee as the case may be.

9.3.3

Each and every power and remedy hereby specifically given to the Lessor will be in addition to every other power and remedy hereby specifically given or now or hereafter existing at law, in equity or in bankruptcy and each and every power and remedy may be exercised from time to time and simultaneously and as often and in such order as may be deemed expedient by the Lessor; provided, however , that the measure of damages recoverable against such Lessee will in any case be calculated in accordance with Sub-Clause 9.5 ( Measure of Damages ). All such powers and remedies will be cumulative, and the exercise of one will not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Lessor in the exercise of any such power or remedy and no renewal or extension of any payments due hereunder will impair any such power or remedy or will be construed to be a waiver of any default or any acquiescence therein; 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. Any extension of time for payment hereunder or other indulgence duly granted to any Lessee will not otherwise alter or affect the Lessor’s rights or the obligations hereunder of such Lessee. The Lessor’s acceptance of any payment after it will have become due hereunder will not be deemed to alter or affect the Lessor’s rights hereunder with respect to any subsequent payments or defaults therein.


9.4	Liquidation Event and Non-Performance of Certain Covenants

(a)

If a Liquidation Event shall have occurred and be continuing, the Spanish Security Trustee and the Issuer Security Trustee shall have the rights against each Lessee and the Spanish Collateral provided in the Spanish Security Trust Deed and Issuer Security Trust Deed, upon a Liquidation Event, including, in each case, the right to serve a Master Lease Termination Notice on the other parties hereto and following service of such notice shall have the right (i) to terminate any Lessee’s rights of possession hereunder of all or a portion of the Lease Vehicles leased hereunder by such Lessee (ii) to take possession of all or a portion of the Lease Vehicles leased by any Lessee hereunder and (iii) to peaceably enter upon the premises of any Lessee or other premises where Lease Vehicles may be located and take possession of all or a portion of the Lease Vehicles and thenceforth hold, possess and enjoy the same free from any right of any Lessee, or its successors or assigns, and to use such Lease Vehicles for any purpose whatsoever.

(b)


(c)	Notwithstanding the exercise of any rights or remedies pursuant to this Sub-Clause 9.4 ( Liquidation Event and Non-Performance of Certain Covenants ), the Lessor will, nevertheless, have a right to recover from such Lessee any and all amounts (for the avoidance of doubt, as limited by Sub-Clause 9.5 ( Measure of Damages )) as may be then due.

(d)

In addition, following the occurrence of a Liquidation Event, the Lessor shall have all of the rights, remedies, powers, privileges and claims vis-a-vis each Lessee, necessary or desirable to allow the Spanish Security Trustee to exercise the rights, remedies, powers, privileges and claims given to the Spanish Security Trustee pursuant to Sub-Clause 10.2 ( Rights of the Spanish Security Trustee upon Amortization Event or Certain Other Events of Default ) of the Spanish Facility Agreement, and each Lessee acknowledges that it has hereby granted to the Lessor all such rights, remedies, powers, privileges and claims granted by the Lessor to the Spanish Security Trustee pursuant to Clause 10 of the Spanish Facility Agreement and that the Spanish Security Trustee may act in lieu of the Lessor in the exercise of all such rights, remedies, powers, privileges and claims.

(e)

The Spanish Security Trustee may only take possession of, or exercise any of the rights or remedies specified in this Agreement with respect to, such number of Lease Vehicles necessary to generate disposition proceeds in an aggregate amount sufficient to pay each Spanish Note with respect to which a Liquidation Event is then continuing as set forth in the Issuer Facility Agreement, taking into account the receipt of proceeds of all other vehicles being disposed of that have been pledged to secure such Spanish Note.


9.5	Measure of Damages

If a Lease Event of Default or Liquidation Event occurs and the Lessor or the Spanish Security Trustee exercises the remedies granted to the Lessor or the Spanish Security Trustee under Sub-Clause 8.6 ( Preservation of rights ), this Clause 9 ( Default and Remedies Therefor ) or Sub-Clause 10.2 of the Spanish Facility Agreement, the amount that the Lessor shall be permitted to recover from any Lessee as payment shall be equal to:


(a)	all Rent for each Lease Vehicle leased by such Lessee hereunder to the extent accrued and unpaid as of the earlier of the date of the return to the Lessor of such Lease Vehicle or disposition by the Servicer of such Lease Vehicle in accordance with the terms of this Agreement and all other payments payable under this Agreement by such Lessee, accrued and unpaid as of such date; plus

(b)

any reasonable out-of-pocket damages and expenses, including reasonable attorneys’ fees and expenses that the Lessor or the Spanish Security Trustee will have sustained by reason of such a Lease Event of Default or Liquidation Event, together with reasonable sums for such attorneys’ fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Lease Vehicles leased by such Lessee hereunder or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection, in each case to the extent reasonably attributable to such Lessee; plus


(c)	interest from time to time on amounts due from such Lessee and unpaid under this Agreement at EURIBOR plus 1.0% computed from the date of such a Lease Event of Default or Liquidation Event or the date payments were originally due to the Lessor by such Lessee under this Agreement or from the date of each expenditure by the Lessor

or the Spanish Security Trustee, as applicable, that is recoverable from such Lessee pursuant to this Clause 8.6 ( Default and Remedies Therefor ), as applicable, to and including the date payments are made by such Lessee.


9.6	Servicer Default

Any of the following events will constitute a default of the Servicer (a “ Servicer Default ”) as that term is used herein:

(a)

the failure of the Servicer to comply with or perform any provision of this Agreement or any other Related Document that has a Lease Material Adverse Effect with respect to the Servicer, the Lessor or any Lessee, and such default continues for more than thirty (30) consecutive days after the earlier of the date written notice is delivered by the Lessor or the Spanish Security Trustee to the Servicer or the date an Authorized Officer of the Servicer obtains actual knowledge thereof;


(b)	an Event of Bankruptcy occurs with respect to the Servicer;

(c)

the failure of the Servicer to make any payment when due from it hereunder or under any of the other Spanish Related Documents or to deposit any Spanish Collections received by it into the Spanish Transaction Account when required under the Spanish Related Documents and, in each case, such failure continues for five (5) consecutive Business Days after the earlier of (a) the date written notice is delivered by the Lessor or the Spanish Security Trustee to the Servicer or (b) the date an Authorized Officer of the Servicer obtains actual knowledge thereof, except to the extent that failure to remain in such compliance would not reasonably be expected to result in a Lease Material Adverse Effect with respect to the Lessor; or

(d)

if (I) any representation or warranty made by the Servicer relating to the Spanish Collateral in any Spanish Related Document is inaccurate or incorrect or is breached or is false or misleading as of the date of the making thereof or any schedule, certificate, financial statement, report, notice, or other writing relating to the Spanish Collateral furnished by or on behalf of the Servicer to the Lessor or the Spanish Security Trustee pursuant to any Spanish Related Document is false or misleading on the date as of which the facts therein set forth are stated or certified, (II) such inaccuracy, breach or falsehood has a Lease Material Adverse Effect with respect to the Lessor, and (III) the circumstance or condition in respect of which such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading, as the case may be, shall not have been eliminated or otherwise cured for at least thirty (30) consecutive days after the earlier of (x) the date of the receipt of written notice thereof from the Lessor or the Spanish Security Trustee to the Servicer and (y) the date an Authorized Officer of the Servicer obtains actual knowledge of such circumstance or condition.

In the event of a Servicer Default, the Lessor or the Spanish Security Trustee, in each case acting pursuant to Sub-Clause 9.23(d) ( Servicer Default ) of the Spanish Facility Agreement, shall have the right to replace the Servicer as servicer.


9.7	Indemnity relating to the services provided under this Agreement

The Servicer shall fully indemnify and hold the Lessor harmless in respect of any and all labour and social security liabilities resulting, directly or indirectly, from the Servicer’s failure to perform its labour and social security obligations under applicable laws.


9.8	Application of Proceeds


10	CERTIFICATION OF TRADE OR BUSINESS USE

Each Lessee hereby warrants and certifies that it intends to use the Lease Vehicles that are subject to this Agreement in connection with its trade or business.


11	[RESERVED]


12	ADDITIONAL LESSEES

Subject to prior consent of Spanish FleetCo (such consent not to be unreasonably withheld or delayed), any Affiliate of Spanish OpCo that was incorporated under the laws of Spain (each, a “ Permitted Lessee ”) shall have the right to become a Lessee under and pursuant to the terms of this Agreement by complying with the provisions of this Clause 12 ( Additional Lessees ); provided that the Lessor shall provide its consent to such Permitted Lessee becoming a Lessee pursuant to the terms of this Clause 12 ( Additional Lessees ) ( provided further that (i) the Lessor may not unreasonably withhold or delay the giving of such consent and (ii) the Lessor shall be deemed to have given such consent if it fails to given written notification of its refusal to provide such consent within five (5) Business Days of any request for such consent from Spanish OpCo or any other Party). If a Permitted Lessee desires to become a Lessee under this Agreement, then such Permitted Lessee shall execute (if appropriate) and deliver to the Lessor and the Spanish Security Trustee:


12.1	a Joinder in Lease Agreement substantially in the form attached hereto as Annex A (each, an “ Affiliate Joinder in Lease ”);


12.2	the certificate of incorporation or other organizational documents for such Permitted Lessee, together with a copy of the by-laws or other organizational documents of such Permitted Lessee, duly certified by an Authorized Officer of such Permitted Lessee;


12.3	copies of resolutions of the Board of Directors or other authorizing action of such Permitted Lessee authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by an Authorized Officer of such Permitted Lessee;


12.4	a certificate of an Authorized Officer of such Permitted Lessee certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and any other Related Documents to be executed by it, together with samples of the true signatures of each such individual;

12.5

an Officer’s Certificate stating that such joinder by such Permitted Lessee complies with this Clause 12 ( Additional Lessees ) and an opinion of counsel, which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without limitation, insolvency laws and principles of equity), stating that (a) all conditions precedent set forth in this Clause 12 ( Additional Lessees ) relating to such joinder by such Permitted Lessee have been complied with and (b) upon the due authorization, execution and delivery of such Affiliate Joinder in Lease by the parties thereto, such Affiliate Joinder in Lease will be enforceable against such Permitted Lessee; and


12.6	any additional documentation that the Lessor or the Spanish Security Trustee may reasonably require to evidence the assumption by such Permitted Lessee of the obligations and liabilities set forth in this Agreement.


13	VALUE ADDED TAX AND STAMP TAXES


13.1	Sums payable exclusive of VAT


13.2	Payment of amounts in respect of VAT


(a)	where the Supplier is the Lessee, the Recipient shall, following receipt from the Supplier of a valid VAT invoice in respect of such supply, pay to the Supplier (in addition to any other consideration for such supply) a sum equal to the amount of such VAT; and

(b)


13.3	Cost and expenses

References in this Agreement to any fee, cost, loss, disbursement, commission, damages, expense, charge or other liability incurred by any party to this Agreement and in respect of which such party is to be reimbursed or indemnified by any other party under the terms of, or the amount of which is to be taken into account in any calculation or computation set out in this Agreement shall include such part of such fee, cost, loss, disbursement, commission, damages, expense, charge or other liability as represents any VAT, but only to the extent that such first party is not entitled to a refund (by way of a credit or repayment) in respect of such VAT from any relevant Tax Authority.


14	SECURITY AND ASSIGNMENTS


14.1	Rights of Lessor pledged to Trustee

Each Lessee acknowledges that the Lessor has pledged or will pledge all of its rights under this Agreement to the Spanish Security Trustee pursuant to the Spanish Security Documents. Accordingly, each Lessee agrees that:


(a)	upon the occurrence of a Lease Event of Default or Liquidation Event, the Spanish Security Trustee may exercise (for and on behalf of the Lessor) any right or remedy against such Lessee provided for herein and such Lessee will not interpose as a defense that such claim should have been asserted by the Lessor;

(b)

upon the delivery by the Spanish Security Trustee of any notice to such Lessee stating that a Lease Event of Default or a Liquidation Event has occurred, such Lessee will, if so requested by the Spanish Security Trustee, comply with all obligations under this Agreement that are asserted by the Spanish Security Trustee, as the Lessor hereunder, irrespective of whether such Lessee has received any such notice from the Lessor; and


(c)	such Lessee acknowledges that pursuant to this Agreement it has agreed to make all payments of Rent hereunder (and any other payments hereunder) directly to the Spanish Security Trustee for deposit in the Spanish Transaction Account.


14.2	Right of the Lessor to Assign or Transfer its rights or obligations under this Agreement

The Lessor shall have the right to finance the acquisition and ownership of Lease Vehicles under this Agreement by, without limitation, selling, assigning or transferring any of its rights and/or obligations under this Agreement to the Issuer Security Trustee for the benefit of the Noteholders; provided, however, that any such sale, assignment or transfer shall be subject to the rights and interest of the Lessees in the Lease Vehicles, including but not limited to the Lessees’ right of quiet and peaceful possession of such Lease Vehicles as set forth in Sub-Clause 5.3 ( Non-Disturbance ) hereof, and under this Agreement.


14.3	Limitations on the Right of the Lessees to Assign or Transfer its rights or obligations under this Agreement

No Lessee shall assign or transfer or purport to assign or transfer any right or obligation under this Agreement to any other party.


14.4	Security


15	NON-LIABILITY OF LESSOR

consumed in recovery repairing, adjusting, servicing or replacing the same and there shall be no abatement or apportionment of rental at such time. The Lessor shall not be liable for any failure to perform any provision hereof resulting from fire or other casualty, natural disaster, riot or other civil unrest, war, terrorism, strike or other labor difficulty, governmental regulation or restriction, or any cause beyond the Lessor’s direct control. In no event shall the Lessor be liable for any inconveniences, loss of profits or any other special, incidental, or consequential damages, whatsoever or howsoever caused (including resulting from any defect in or any theft, damage, loss or failure of any Lease Vehicle).

The Lessor shall not be responsible for any liabilities (including any loss of profit) arising from any delay in the delivery of, or failure to deliver, any Lease Vehicle to any Lessee.


16	NON-PETITION AND NO RECOURSE


16.1	Non-Petition

Notwithstanding anything to the contrary in this Agreement or any Spanish Related Document, only the Spanish Security Trustee may pursue the remedies available under the general law or under the Spanish Security Trust Deed to enforce this Agreement, the Spanish Security or a Spanish Note and no other Person shall be entitled to proceed directly against Spanish FleetCo in respect hereof (unless the Spanish Security Trustee, having become bound to proceed in accordance with the terms of the Spanish Related Documents, fails or neglects to do so). Each party to this Agreement hereby agrees with and acknowledges to each of Spanish FleetCo and the Spanish Security Trustee until the date falling one year and one day after the Legal Final Payment Date, that:


(a)	it shall not have the right to take or join any person in taking any steps against Spanish FleetCo for the purpose of obtaining payment of any amount due from Spanish FleetCo (other than serving a written demand subject to the terms of the Spanish Security Trust Deed); and


(b)	neither it nor any Person on its behalf shall initiate or join any person in initiating an Event of Bankruptcy or the appointment of any Insolvency Official in relation to Spanish FleetCo, provided that, the Spanish Security Trustee shall have the right to take any action pursuant to and in accordance with the relevant Spanish Related Documents and Spanish Security Documents.

The provisions of this Sub-Clause 16.1 ( Non-Petition ) shall survive the termination of this Agreement.


16.2	No Recourse

Each party to this Agreement agrees with and acknowledges to each of Spanish FleetCo and the Spanish Security Trustee that, notwithstanding any other provision of any Spanish Related Document, all obligations of Spanish FleetCo to such entity are limited in recourse as set out below:

(a)

sums payable to it in respect of any of the Spanish FleetCo’s obligations to it shall be limited to the lesser of (i) the aggregate amount of all sums due and payable to it and (ii) the aggregate amounts received, realised or otherwise recovered by or for the account of the Spanish Security Trustee in respect of the Spanish Security whether pursuant to enforcement of the Spanish Security or otherwise; and

(b)

upon the Spanish Security Trustee giving written notice that it has determined in its sole opinion that there is no reasonable likelihood of there being any further realisations in respect of the Spanish Security (whether arising from an enforcement of the Spanish Security or otherwise) which would be available to pay unpaid amounts outstanding under the relevant Spanish Related Documents, it shall have no further claim against

Spanish FleetCo in respect of any such unpaid amounts and such unpaid amounts shall be discharged in full.

The provisions of this Sub-Clause 16.2 ( No Recourse ) shall survive the termination of this Agreement.


17	[RESERVED]


18	GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of Spain. With respect to any suit, action, dispute or proceedings relating to this Agreement, each party hereto irrevocably submits to the exclusive jurisdiction of the courts of first instance and agree that the courts of the city of Madrid are the most appropriate and convenient courts to settle any suit, action, dispute or proceedings and accordingly no party will argue to the contrary. The foregoing is for the benefit of the Spanish Security Trustee only. As a result, the Spanish Security Trustee shall not be prevented from taking proceedings relating to any suit, action, dispute or proceedings in any other courts with jurisdiction. To the extent permitted by law, the Spanish Security Trustee may take concurrent proceedings in any number of jurisdictions.


19	NOTICES


20	ENTIRE AGREEMENT


21	MODIFICATION AND SEVERABILITY

The terms of this Agreement will not be waived, altered, modified, amended, supplemented or terminated in any manner whatsoever unless the same shall be in writing and signed and delivered by the Lessor, the Servicer, the Spanish Security Trustee and each Lessee, subject to any restrictions on such waivers, alterations, modifications, amendments, supplements or terminations set forth in the Spanish Facility Agreement. If any part of this Agreement is not valid or enforceable according to law, all other parts will remain enforceable. For the avoidance of doubt, the execution and/or delivery of and/or performance under any Affiliate Joinder in Lease, Lease Vehicle Acquisition Schedule or Intra-Lease Lessee Transfer Schedule shall not constitute a waiver, alteration, modification, supplement or termination to or of this Agreement.


22	SURVIVABILITY


23	[RESERVED]


24	COUNTERPARTS


25	ELECTRONIC EXECUTION

This Agreement (including, for the avoidance of doubt, any joinder, schedule, annex, exhibit or other attachment hereto) may be transmitted and/or signed by facsimile or other electronic means (i.e., a “pdf” or “tiff”). The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually signed originals and shall be binding on each party hereto. The words “execution,” “signed,” “signature,” and words of like import in this Agreement (including, for the avoidance of doubt, any joinder, schedule, annex, exhibit or other attachment hereto) or in any amendment or other modification hereof (including, without limitation, waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be.


26	LESSEE TERMINATION AND RESIGNATION

With respect to any Lessee except for Spanish OpCo, upon such Lessee (the “ Resigning Lessee ”) delivering irrevocable written notice to the Lessor, the Servicer and the Spanish Security Trustee that such Resigning Lessee desires to resign its role as a Lessee hereunder (such notice, substantially in the form attached as Exhibit A hereto, a “ Lessee Resignation Notice ”), such Resigning Lessee shall immediately cease to be a Lessee hereunder, and, upon such occurrence, event or condition, the Lessor, the Servicer and the Spanish Security Trustee shall be deemed to have released, waived, remised, acquitted and discharged such Resigning Lessee and such Resigning Lessee’s directors, officers, employees, managers, shareholders and members of and from any and all claims, expenses, damages, costs and liabilities arising or accruing in relation to such Resigning Lessee on or after the delivery of such Lessee Resignation Notice to the Lessor, the Servicer and the Spanish Security Trustee (the time of such delivery, the “ Lessee Resignation Notice Effective Date ”); provided that, as a condition to such release and discharge, the Resigning Lessee shall pay to the Lessor all payments due and payable with respect to each Lease Vehicle leased by Resigning Lessee hereunder, including without limitation any payment listed under Sub-Clause 4.7.1 and 4.7.2 ( Payments ), as applicable to each such Lease Vehicle, as of the Lessee Resignation Notice Effective Date; provided further that, the Resigning Lessee shall return or reallocate all Lease Vehicles at the direction of the Servicer in accordance with Sub-Clause 2.4 ( Return ); provided further that, with respect to any Resigning Lessee, such Resigning Lessee shall not be released or otherwise relieved under this Clause 26 ( Lessee Termination and Resignation ) from any claim, expense, damage, cost or liability arising or accruing prior to the Lessee Resignation Notice Effective Date with respect to such Resigning Transferor.


27	THIRD-PARTY BENEFICIARIES

The parties hereto acknowledge that the Issuer Security Trustee (for the benefit of the Noteholders and their assigns) shall be a third-party beneficiary hereunder.


28	TIME OF THE ESSENCE

Subject to any grace periods provided hereunder, time shall be of the essence of this Agreement as regards any time, date or period, whether as originally agreed or altered by agreement between

all the parties (and, where required, with consent) or in any other manner provided in this Agreement, for the performance by each Lessee of its obligations under this Agreement.


29	GOVERNING LANGUAGE

This Agreement is in the English language. If this Agreement is translated into another language, the English text prevails, save that words in Spanish used in this Agreement and having specific legal meaning under Spanish law will prevail over the English translation.


30	POWER OF ATTORNEY

IN WITNESS WHEREOF , the parties have executed this Agreement or caused it to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

Dutch FleetCo

STUURGROEP FLEET (NETHERLANDS) B.V.

By: /s/ E.M. van Ankeren /s/ G.J. Huizing
E.M. van Ankeren G.J. Huizing

Managing Director Proxyholder

Lessor

STUURGROEP FLEET (NETHERLANDS) B.V., SUCURSAL EN ESPAÑA

By: /s/ Maria José Porrero Valor

Maria José Porrero Valor

Lessee and Servicer

HERTZ DE ESPAÑA, S.L.U.

By: /s/ Nuria Serrano
Nuria Serrano Gómez

Spanish Security Trustee

BNP PARIBAS TRUST CORPORATION UK LIMITED



By: /s/ Helen Tricard Helen Tricard Director	/s/ Clive Kentish

ANNEX A

FORM OF AFFILIATE ACCESSION AGREEMENT

THIS AFFILIATE ACCESSION AGREEMENT (this “ Joinder ”) is executed as of _______________ ____, 20__ (with respect to this Joinder and the Joining Party, the “ Joinder Date ”), by ______________, a ____________________________ (“ Joining Party ”), and delivered to Stuurgroep Fleet (Netherlands) B.V., Sucursal en España, an entity incorporated in The Netherlands and acting through its Spanish branch (“ Spanish FleetCo ”), as lessor pursuant to the Spanish Master Lease and Servicing Agreement, dated as of [●], 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Lease ”), among Dutch FleetCo, Spanish FleetCo, as Lessor, Hertz de España, S.L.U. (“ Spanish OpCo ”), as a Lessee and as Servicer, those affiliates of Spanish OpCo from time to time becoming Lessees thereunder (together with Spanish OpCo, the “ Lessees ”) and BNP Paribas Trust Corporation UK Limited as Spanish security trustee (the “ Spanish Security Trustee ”). Capitalized terms used herein but not defined herein shall have the meanings provided for in the Lease.

R E C I T A L S:

WHEREAS, the Joining Party is a Permitted Lessee; and

WHEREAS, the Joining Party desires to become a “ Lessee ” under and pursuant to the Lease.

NOW, THEREFORE, the Joining Party agrees as follows:

A G R E E M E N T:

The Joining Party hereby represents and warrants to and in favor of Spanish FleetCo and the Spanish Security Trustee that (i) the Joining Party is an Affiliate of Spanish OpCo, (ii) all of the conditions required to be satisfied pursuant to Clause 12 ( Additional Lessees ) of the Lease in respect of the Joining Party becoming a Lessee thereunder have been satisfied, and (iii) all of the representations and warranties contained in Clause 7 ( Certain Representations and Warranties ) of the Lease with respect to the Lessees are true and correct as applied to the Joining Party as of the date hereof.


2.	From and after the date hereof, the Joining Party hereby agrees to assume all of the obligations of a Lessee under the Lease and agrees to be bound by all of the terms, covenants and conditions therein.


3.	By its execution and delivery of this Joinder, the Joining Party hereby becomes a Lessee for all purposes under the Lease. By its execution and delivery of this Joinder, Spanish FleetCo and the Spanish Security Trustee each acknowledges that the Joining Party is a Lessee for all purposes under the Lease.

This Joinder shall be governed by and construed in accordance with the laws of Spain. With respect to any suit, action, dispute or proceedings relating to this Agreement, each party hereto irrevocably submits to the exclusive jurisdiction of the courts of first instance and agree that the courts of the city of Madrid are the most appropriate and convenient courts to settle any suit, action, dispute or proceedings and accordingly no party will argue to the contrary. The foregoing is for the benefit of the Spanish Security Trustee only. As a result, the Spanish Security Trustee shall not be prevented from taking proceedings relating to any suit, action, dispute or proceedings in any other courts with jurisdiction. To the extent permitted by law, the Spanish Security Trustee may take concurrent proceedings in any number of jurisdictions.

IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be duly executed as of the day and year first above written.

[Name of Joining Party]

By: _________________________________

Name: ___________________________

Title: ____________________________

Address: ____________________________

Attention: ___________________________

Telephone: __________________________

Facsimile: ___________________________

Accepted and Acknowledged by:

STUURGROEP FLEET (NETHERLANDS) B.V., SUCURSAL EN ESPAÑA

By: ________________________________

Name: __________________________

Title: ___________________________

STUURGROEP FLEET (NETHERLANDS) B.V.

By: ________________________________

Name: __________________________

Title: ___________________________

HERTZ DE ESPAÑA, S.L.U.

By: ___________________________________

Name: __________________________

Title: ___________________________

BNP PARIBAS TRUST CORPORATION UK LIMITED

as Spanish Security Trustee

By: ________________________________

Name: __________________________

Title: ___________________________

EXHIBIT A

FORM OF LESSEE RESIGNATION NOTICE

[_]

Stuurgroep Fleet (Netherlands) B.V., Sucursal en España, as LessorHertz de España, S.L.U., as Servicer

Re: Lessee Termination and Resignation

Ladies and Gentlemen:

Reference is hereby made to the Spanish Master Lease and Servicing Agreement, dated as of [●], 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Spanish Master Lease ”), among Stuurgroep Fleet (Netherlands) B.V., as Dutch FleetCo, Spanish FleetCo, as Lessor, Hertz de España, S.L.U. (“ Spanish OpCo ”), as a Lessee and as Servicer, those affiliates of Hertz from time to time becoming Lessees thereunder (together with Spanish OpCo, the “ Lessees ”) and BNP Paribas Trust Corporation UK Limited as Spanish Security Trustee. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Spanish Master Lease.

Pursuant to Clause 26 ( Lessee Termination and Resignation ) of the Spanish Master Lease, [_] (the “ Resigning Lessee ”) provides Spanish FleetCo, as Lessor, and Spanish OpCo, as Servicer, irrevocable, written notice that such Resigning Lessee desires to resign as “ Lessee ” under the Spanish Master Lease.

Nothing herein shall be construed to be an amendment or waiver of any requirements of the Spanish Master Lease.

[Name of Resigning Lessee]

By: _________________________________

Name: _________________________________

Title: _________________________________

SCHEDULE I

Common Terms of Motor Third Party Liability Cover

Part A
Non-vitiation endorsement

Part B
Severability of interest

Part C
Notice of non-payment of premium to be sent to the Spanish Security Trustee

No cancellation unless thirty (30) days’ notice.

In the event of non-payment of premium, this Policy may at the sole discretion of the Insurer be cancelled by written notice to the Insureds and [●] [or replacement Spanish Security Trustee], stating when (not less than thirty (30) days thereafter) the cancellation shall be effective. Such notice of cancellation shall be withdrawn and shall be void and ineffective in the event that premium is paid by or on behalf of any of the Insureds prior to the proposed cancellation date.

Notices

The address for delivery of a notice to [●] [or replacement Spanish Security Trustee] will be as follows:

Address:

Tel:

Fax:

Email:

Attention:

SCHEDULE II

Insurance Broker Letter of Undertaking

Part A
Public/Product Liability Cover

To: [Lessor and the Spanish Security Trustee]

Dear Sirs

Letter of Undertaking

HERTZ DE ESPAÑA, S.L.U. (the “Company”)


1.	We confirm that the Public/Product Liability Cover providing protection against public and product liability in respect of Vehicles has been effected for the account of the Company, Stuurgroep Fleet (Netherlands) B.V., Sucursal en España and BNP Paribas Trust Corporation UK Limited.


2.	We confirm that such Public/Product Liability Cover is in an amount which would be considered to be reasonably prudent in the context of the vehicle rental industry.


3.	We confirm that such Public/Product Liability Cover is in full force and effect as of the date of this letter. The current policy will expire on [●] unless it is cancelled, terminated or liability thereunder is fully discharged prior to that date.

This letter shall be governed by Spanish law.

Yours faithfully

…………………………………………..
Date: [●]

Part B
Motor Third Party Liability

To: [Lessor]

Dear Sirs

Letter of Undertaking

HERTZ DE ESPAÑA, S.L.U. (the “Company”)

We confirm that the Motor Third Party Liability Cover providing protection which is required as a matter of law, including providing protection against (i) liability in respect of bodily injury or death caused to third parties, and (ii) loss or damage to property belonging to third parties, in each case arising out of the use of any Vehicle has been effected for the account of the Company, Stuurgroep Fleet (Netherlands) B.V., Sucursal en España, and to the extent that each or either of the aforementioned parties are required to do so as a matter of law in the jurisdiction in which each or either of them or a Vehicle is located, for any other Person.


2.	We confirm that such Motor Third Party Liability Cover is in an amount which is at or above any applicable minimum limits of indemnity/ liability required as a matter of law or (if higher) which would be considered to be reasonably prudent in the context of the vehicle rental industry.


3.	We confirm that such Motor Third Party Liability Cover is in full force and effect as of the date of this letter. The current policy will expire on [●] unless it is cancelled, terminated or liability thereunder is fully discharged prior to that date.

This letter shall be governed by Spanish law.

Yours faithfully

…………………………………………..
Date: [●]

SCHEDULE III
Required Contractual Criteria for Vehicle Purchasing Agreements


1	PROVISIONS TO BE APPLIED TO ALL VEHICLE PURCHASING AGREEMENTS TO BE ENTERED INTO BY SPANISH FLEETCO

Each Vehicle Purchasing Agreement will in substance satisfy the following contractual requirements:

1.1 Parties

Vehicle Purchasing Agreements to which Spanish FleetCo is a party may include contractual terms permitting the accession of Spanish OpCo (or another Affiliate of The Hertz Corporation other than Spanish FleetCo) as an additional purchaser/seller.

If any Vehicle Purchasing Agreement provides that Spanish OpCo (or any other Affiliate of The Hertz Corporation other than Spanish FleetCo) may purchase/sell Vehicles in accordance with the terms of such Vehicle Purchasing Agreement, the obligations of Spanish FleetCo and Spanish OpCo (or other Affiliate of The Hertz Corporation other than Spanish FleetCo, as applicable) under that Vehicle Purchasing Agreement will in all cases need to be several, and provide that Spanish FleetCo will not have any liability for the obligations of Spanish OpCo (or such other Affiliate of The Hertz Corporation, as applicable).

Alternatively, existing Vehicle Purchasing Agreements to which Spanish OpCo (or other Affiliate of The Hertz Corporation other than Spanish FleetCo) is a party may be amended to provide that Spanish FleetCo may accede to such Vehicle Purchasing Agreements (satisfying the Spanish Required Contractual Criteria) and that Spanish FleetCo will not have any liability for the obligations of Spanish OpCo (or other Affiliate of The Hertz Corporation).

1.2 Separate obligations

Each Vehicle Purchasing Agreement will satisfy the following criteria:


(a)	Spanish FleetCo shall not under any circumstances have any liability for the obligations of Spanish OpCo (in its capacity as guarantor, purchaser of vehicles or otherwise) thereunder; and

(b)

to the extent that Spanish OpCo (or any other Affiliate of The Hertz Corporation other than Spanish FleetCo) enters into or is a party to any other Vehicle Purchasing Agreements with the same Manufacturer/Dealer (each such Vehicle Purchasing Agreement to which Spanish OpCo or other Affiliate of The Hertz Corporation other than Spanish FleetCo is a party being a “ Spanish OpCo Specific Agreement ”), Spanish FleetCo shall not under any circumstances have any liability for the obligations of Spanish OpCo (or such other Affiliate of The Hertz Corporation, as the case may be) under such Spanish OpCo Specific Agreement.

1.3 Volume Rebates etc.

A Vehicle Purchasing Agreement may provide that any bonus payment or other amount (howsoever described) payable or to be made available by a Manufacturer/Dealer as a result of Spanish FleetCo (or Spanish FleetCo and/or Spanish OpCo (and/or any other relevant Affiliate of The Hertz Corporation) under such Vehicle Purchasing Agreement and/or any Spanish OpCo Specific Agreement, as applicable) meeting any minimum vehicle purchase level in that relevant year, be payable to or for the account of Spanish OpCo (rather than Spanish FleetCo). For the

avoidance of doubt, Spanish FleetCo may however take the benefit of reductions applied to purchase prices applicable to vehicles as a result of any such minimum vehicle purchase levels being reached.

Notwithstanding the foregoing where a Vehicle Purchasing Agreement provides that in the event that any minimum vehicle purchase level in the relevant year is not met:


(a)	any bonus, payment, benefit or reductions applied to purchase prices on Vehicles purchased by Spanish FleetCo or other amount (howsoever described) is recoverable by or repayable to a Manufacturer y/Dealer; or


(b)	any penalty or other amount (howsoever described) is payable to such Manufacturer/Dealer,

such Vehicle Purchasing Agreement shall provide that, in each case, such amounts will only be reclaimed from, payable by, or otherwise recoverable from Spanish OpCo or another Affiliate of The Hertz Corporation other than Spanish FleetCo.

1.4 Confidentiality and public disclosure of terms of Vehicle Purchasing

Each Vehicle Purchasing Agreement will need to be disclosed to the Spanish Security Trustee and possibly other Enhancement Providers.

1.5 Non-petition

Each Vehicle Purchasing Agreement will contain an irrevocable and unconditional covenant or undertaking given by the relevant Manufacturer/Dealer that such Manufacturer/Dealer shall not be entitled and shall not initiate or take any step in connection with:


(a)	liquidation, bankruptcy or insolvency (or any similar or analogous proceedings or circumstances) of Spanish FleetCo; or


(b)	the appointment of an insolvency officer in relation to Spanish FleetCo or any of its assets whatsoever,

provided that, to the extent that a Vehicle Purchasing Agreement provides that such covenant or undertaking will terminate upon a given date, such date shall be no earlier than the date falling one year and one day after the Legal Final Payment Date.

1.6 Limited recourse

Each Vehicle Purchasing Agreement will contain an irrevocable covenant or undertaking given by the relevant Manufacturer/Dealer that such Manufacturer/Dealer shall not be entitled to, and shall not, initiate or take any step in connection with the commencement of legal proceedings (howsoever described) to recover any amount owed to it by Spanish FleetCo under the relevant Vehicle Purchasing Agreement; this covenant will be unconditional except that the relevant Manufacturer/Dealer may commence legal proceedings to the extent that the only relief sought against Spanish FleetCo pursuant to such proceedings is the re-possession of relevant Vehicle(s) pursuant to applicable retention of title provisions provided for under the relevant Vehicle Purchasing Agreement, provided that, to the extent that a Vehicle Purchasing Agreement provides that such covenant or undertaking will terminate upon a given date, such date shall be no earlier than the date falling one year and one day after the Legal Final Payment Date.


2	PROVISIONS TO BE APPLIED TO ALL MANUFACTURER PROGRAMS TO BE ENTERED INTO BY A FLEETCO

Each Manufacturer Program will in substance satisfy the following additional contractual requirements:

2.1 Assignment and transfers

Each Manufacturer Program will contain terms that permit Spanish FleetCo to assign by way of security or pledge any of its rights under such agreement to the Spanish Security Trustee. Any such right to grant security to the relevant Spanish Security Trustee must be unrestricted. Unless pursuant to an Intra-Group Transfer (as defined below) by a Manufacturer (which shall not require consent from Spanish FleetCo), each Manufacturer Program will provide that the Manufacturer/Dealer may not assign, transfer or novate its obligations under such agreement without the prior written consent of Spanish FleetCo. Spanish FleetCo shall not provide such consent unless the Manufacturer/Dealer enters into a guarantee materially in the form set out in Schedule 3 ( Draft Transfer and Guarantee Language to be included in Pro Forma Manufacturer Programs ) or accepts joint and several liability in respect of the transferred obligations substantially on the terms set out in Schedule IV (Draft Transfer and Joint and Several Liability Language to be included in Pro Forma Manufacturer Programs). For the purposes hereof, an “ Intra-Group Transfer ” means an assignment, transfer or novation by a Manufacturer of its obligations under a Manufacturer Program to an Affiliate of such Manufacturer which would satisfy the definition of “ Investment Grade Manufacturer ” upon such Affiliate becoming a Manufacturer. For the avoidance of doubt, Manufacturers/Dealers may assign their rights under Manufacturer Programs without the prior written consent of Spanish FleetCo.

2.2 Set-off

Each Manufacturer Program will provide that the Manufacturer/Dealer expressly waives (to the extent that it is able to do so under applicable law) any right that it would otherwise have under such Manufacturer Program or under applicable law to set-off (i) any amount of unpaid purchase price owed to such Manufacturer/Dealer by Spanish FleetCo in relation to Vehicles ordered by (but not delivered to) Spanish FleetCo by such Manufacturer/Dealer under that Manufacturer Program, against (ii) amounts owed by the Manufacturer/Dealer to Spanish FleetCo under such Manufacturer Program, provided that, each Vehicle Purchasing Agreement entered into or renewed on or after the Closing Date will provide that the Manufacturer /Dealer expressly waives (to the extent that it is able to do so under applicable law) any right that it would otherwise have under such Vehicle Purchasing Agreement or under applicable law to set-off (i) any amount of unpaid purchase price owed to such Manufacturer/Dealer by Spanish FleetCo under that Vehicle Purchasing Agreement, against (ii) amounts owed by the Manufacturer/Dealer to Spanish FleetCo under that Manufacturer Program or any other Vehicle Purchasing Agreement, save and except in relation to any Manufacturer Programme with Daimler AG, Seat, S.A., Volkswagen Group España Distribución, S.A. and/or any of their respective Affiliates or successors or any corporation into which such entities may be merged or converted or with which they may be consolidated or any corporation resulting from any merger, conversion or consolidation of such entities (the “ Non-Accepting Entities ”) or any Dealers or agents (or Affiliates or successors thereof) selling Vehicles manufactured or purchased from the Non-Accepting Entities if such Manufacturer Programme does not provide for waiver of set-off in accordance with paragraph 2.2 (Set-off) hereof, in which case such amounts may be reclaimed from, payable by, or otherwise recoverable from Spanish FleetCo.

Notwithstanding the foregoing the Manufacturer/Dealers will be entitled to set off any amount owed by Spanish FleetCo in respect of turn-back related damages against any amount of Repurchase Price owed by it to Spanish FleetCo. The Servicer shall use reasonable efforts to procure that each Manufacturer Program will provide that the Manufacturer/Dealer expressly waives all rights to set-off (however arising and whether at law or in equity) any amount:


(a)	owed to it by Spanish OpCo under such Manufacturer Program; or


(b)	owed to it by Spanish OpCo (or any other Affiliate of The Hertz Corporation other than Spanish FleetCo) under any other agreement (including any Spanish OpCo Specific Agreement),

in any such case against amounts owed by the Manufacturer/Dealer to Spanish FleetCo under the relevant Manufacturer Program.

2.3 Manufacturer’s/Dealer’s obligations to be ‘unconditional’

No Manufacturer Program may contain terms that provide that the Repurchase Obligations of the Manufacturer/Dealer are conditional in any respect other than, in relation to (a) a force majeure event ¹ or (b) compliance with applicable turn-back procedures (including any Programme Minimum Term or Programme Maximum Term) and/or (c) turn-back standards in relation to the condition of the relevant Vehicle. For the avoidance of doubt, no Manufacturer Program may provide that the obligations of the Manufacturer/Dealer thereunder are conditional upon:


(a)	any minimum number of Vehicles being purchased (i) by Spanish FleetCo under such Manufacturer Program; and/or (ii) by Spanish OpCo or any other Person under such Manufacturer Program or any Spanish OpCo Specific Agreement; or


(b)	the solvency of Spanish FleetCo; or


(c)	the solvency of any other Affiliate of The Hertz Corporation other than Spanish FleetCo.

2.4 Termination provisions

To the extent that a Manufacturer/Dealer requires express termination provisions to be included in any Manufacturer Program, such Manufacturer Program may provide that a Manufacturer/Dealer is entitled (upon expiry of a predetermined notice period or otherwise) to terminate such agreement before its scheduled expiry date upon the occurrence of certain events (e.g. liquidation, bankruptcy, insolvency, failure to pay, late payment, partial payment, breach or serious breach of obligations, or any similar or analogous events); provided always that the Manufacturer/Dealer shall not under any circumstances have the right to terminate its obligations (subject to and in accordance with any eligibility criteria and Programme Minimum Term or Programme Maximum Term) to repurchase (or, if applicable to perform its guaranteed obligations thereunder) in respect of any Vehicle shipped to Spanish FleetCo or its order prior to the termination of such Manufacturer Program.

2.5 Retention of title in favour of Spanish FleetCo

The Manufacturer Program entered into with the Top Two Non-Investment Grade Manufacturers will, where credit terms are made available to the relevant Manufacturer/Dealer (in relation to the payment by it of applicable repurchase prices for Vehicles) provide that title to the relevant Vehicle will remain with Spanish FleetCo until the sale proceeds are received by Spanish FleetCo. In practice Spanish FleetCo may return the registration documents for a Vehicle when it is turned back to such Top Two Non-Investment Grade Manufacturers.

________________________

SCHEDULE IV

Draft Transfer and Joint and Several Liability Language to be included in Pro Forma Manufacturer Program


1	TRANSFERS BY THE SUPPLIER

The Supplier (the “ Existing Supplier ”) may transfer by means of take-over of contract ( contractsoverneming ) (the “ Transfer ”) to another entity which has all consents and approvals required in order to perform its obligations under this Agreement (the “ New Supplier ”) all of its rights and obligations with regard to all or any of the vehicles subject of this Agreement as shall be specified (the “ Relevant Vehicles ”).

1.1 Conditions of transfer


(a)	notification from the Existing Supplier of the name and contact details of the New Supplier;


(b)	acknowledgment from the New Supplier of its agreement to be bound by the terms of this Agreement including, without limitation, the Required Contractual Criteria;


(c)	acknowledgment that in no event will Spanish FleetCo be required to deliver any Relevant Vehicle to the New Supplier or its agent outside Spain;


(d)	a duly completed and executed acknowledgment of joint and several liability substantially in the form set out in Annex 2 (the “ Acknowledgment ”) from the Existing Supplier and the New Supplier.

1.2 Procedure for transfer


(a)	Subject to conditions set out in paragraph 1.1 ( Conditions of transfer ) a Transfer shall be effected in accordance with sub-paragraph (b) below not less than 2 (two) Business Days following receipt by FleetCo of a duly completed transfer certificate substantially in the form set out in Annex 1 (the “ Transfer Certificate ”) delivered to it by the Existing Supplier and the New Supplier.


(b)	On the Transfer Date:

(i)


(ii)	each of Spanish FleetCo and the New Supplier shall assume obligations towards one another and/or acquire rights against one another which shall be the same as the Discharged Rights and Obligations insofar as Spanish FleetCo and the New Supplier have assumed and/or acquired the same in place of FleetCo and the Existing Supplier; and


(iii)	the New Supplier shall become a party to the New Agreement.

1.3 Definitions

In this paragraph and in the Transfer Certificate the following words shall bear the following meaning:

“ Business Day ” means any day (other than a Saturday or Sunday) when commercial banks are open for general business in Spain;

“ New Agreement ” means this Agreement as it shall apply to the New Supplier pursuant to paragraph 1;

“ Repurchase Obligations ” means the obligations of the Supplier to re-purchase from Spanish FleetCo, at the applicable Repurchase Price, Relevant Vehicles in accordance with the terms of the Agreement; and

“ Repurchase Price ” means the purchase price or other consideration payable by the Supplier to Spanish FleetCo for the re-purchase by the Supplier of any Relevant Vehicles.

Annex 1

Form of Transfer Certificate

To: Stuurgroep Fleet (Netherlands) B.V., Sucursal en España and Hertz de España, S.L.U.

From: [The Existing Supplier] (the “ Supplier ”) and [The New Supplier] (the “ New Supplier ”)

Dated: [Date]

Stuurgroep Fleet (Netherlands) B.V., Sucursal en España - Agreement dated [•] (the “Agreement”)


1	We refer to the Agreement. This is a Transfer Certificate as defined in Sub-Clause 1.2 of the Agreement and constitutes a deed of take-over of contract ( akte van contractsoverneming ). Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.


2	We refer to paragraph 1.2 ( Procedure for transfer ):


(a)	In accordance with paragraph 1.2 ( Procedure for transfer ), the Existing Supplier hereby transfers by means of take-over of contract ( contractsoverneming ) to the New Supplier, which transfer is hereby accepted by the New Supplier, all of the Existing Supplier’s rights and obligations relating to [the following vehicles set out below] (the “ Relevant Vehicles ”):

[Vehicle Registration Numbers]

[all vehicles which have been or, as the case may be, which may be purchased by FleetCo under the Agreement (the “ Relevant Vehicles ”)]


(b)	The proposed Transfer Date is the later of [•] or 2 (two) Business Days after the date you receive this Transfer Certificate.


(c)	The address, telephone number, fax number and attention details for notices of the New Supplier are:

Address: [Address]

Tel: [Telephone]

Fax: [Fax]

Attn: [Name]


3	The New Supplier expressly acknowledges its agreement to be bound by the terms of the Agreement including, without limitation, the provisions set out in Schedule III ( Required Contractual Criteria for Vehicle Purchasing Agreements ).


4	This Transfer Certificate constitutes a deed of take-over of contract ( akte van contractsoverneming ).


5	The New Supplier acknowledges that it will not transfer its obligations under the New Agreement without the prior written consent of FleetCo and the Existing Supplier.


6	The New Supplier acknowledges that FleetCo will not be required, under any circumstances, to deliver any Relevant Vehicle to the New Supplier or its agent outside Spain.


7	This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.


8	This Transfer Certificate is governed by Spanish law.

[Existing Supplier] [New Supplier]

By: By:

For co-operation ( medewerking ) to the above transfers of contract:

Stuurgroep Fleet (Netherlands) B.V., Sucursal en España

___________________________________________

By:

Hertz de España, S.L.U.

___________________________________________

By:

Annex 2

Form of Acknowledgement of Joint and Several Liability

To: Stuurgroep Fleet (Netherlands) B.V., Sucursal en España(“ Spanish FleetCo ”)


From:	[EXISTING SUPPLIER] (the “ Existing Supplier ”) and [NEW SUPPLIER] (the “ New Supplier ” and, together with the Existing Supplier, the “ Co-Obligors ”)

Date: [date]

Stuurgroep Fleet (Netherlands) B.V., Sucursal en España — Agreement dated [date] (the “Agreement”)


1	We refer to the Agreement. This is an Acknowledgment as defined in Sub-Clause [1.1(d)] of the Agreement. Terms defined in the Agreement have the same meaning in this Acknowledgment unless given a different meaning in this Acknowledgment.

The Co-Obligors agree and acknowledge that they are jointly and severally liable for the due and punctual performance of each and every liability (whether arising in contract or otherwise) the New Supplier may now or hereafter have toward Spanish FleetCo under the terms of the Agreement. The Existing Supplier promises to pay to Spanish FleetCo from time to time and upon 2 (two) Business Days’ written notice all liabilities from time to time due and payable (but unpaid following a notice to the New Supplier of such fact) by the New Supplier under or pursuant to the Agreement or on account of any breach thereof.


3	Spanish FleetCo may take action against, or release or compromise the liability of, either Co-Obligor, or grant time or other indulgence, without affecting the liability of the other Co-Obligor under paragraph 2 above. Spanish FleetCo may take action against the Co-Obligors together or such one or more of them as Spanish FleetCo shall think fit.


4	The obligations of each Co-Obligor contained in this Acknowledgment in paragraph 2 above and the rights, powers and remedies conferred in respect of that Co-Obligor upon Spanish FleetCo by this Acknowledgment shall not be discharged, impaired or otherwise affected by:


(i)	the liquidation, winding-up, dissolution, administration or reorganisation of the other Co-Obligor or any change in its status, function, control or ownership;


(ii)	any of the obligations of the other Co-Obligor under the Agreement being or becoming unenforceable in any respect;


(iii)	time, waiver, release or other indulgence granted to the other Co-Obligor in respect of its obligations under the Agreement; or


(iv)	any other act, event or omission which, but for this paragraph 4, might operate to discharge, impair or otherwise affect any of the obligations of the Existing Supplier contained in paragraph 2 above or any of the rights, powers or remedies conferred upon Spanish FleetCo under that paragraph 2.


5	This Acknowledgement is governed by Spanish law.

[Existing Supplier] [New Supplier]

By: By:

SCHEULE V

FORM OF POWER OF ATTORNEY



Poder General	Power of Attorney



En la ciudad de ________, el _____ de _____ 2018.	In the city of ________, on _____ _____ 2018.
(i) Dña. Maria José Porrero Valor, mayor de edad, de nacionalidad española, con domicilio profesional en Las Rozas (Madrid), calle José Echegaray, número 6, Edificio B-1, y titular de DNI número 50831379-E, en vigor, actuando en nombre y representación de Hertz de España, S.L. , sociedad de responsabilidad limitada constituida y existente bajo las leyes de España, con domicilio social en calle Jacinto Benavente 2, Edificio B, 3ª planta, Las Rozas, Madrid (España) y número de identificación fiscal español (NIF) B-28121549,	(i) Ms. Maria José Porrero Valor, of legal age, of Spanish nationality, with professional address in Las Rozas (Madrid), calle José Echegaray, número 6, Edificio B-1, and holder of Spanish Identity Number 50831379-E, in force, acting in the name and on behalf of Hertz de España, S.L. , a limited liability company incorporated and existing under the laws of the Kingdom of Spain, wih registered office at calle Jacinto Benavente 2, Edificio B, 3ª planta, Las Rozas, Madrid (Spain) and Spanish Tax Id number /NIF) B-28121549,
(ii) Dña. Beatriz Díez Arranz, mayor de edad, de nacionalidad española con domicilio profesional en calle Serrano 41, 4º, 28001, Madrid, y titular de DNI número 00405327-K, en vigor, actuando en nombre y representación de Intertrust (Spain), S.L.U. sociedad de responsabilidad limitada constituida y existente bajo las leyes de España, con domicilio social en Calle Serrano 41, 4º, 28001 Madrid, España, con número de identificación fiscal español (NIF) B-80911837 e inscrito en el Registro Mercantil de Madrid al Tomo: 8.524, Libro: 0, Folio: 1, Sección: 8 y Hoja: M-137331, inscripción primera,	(ii) Ms. Beatriz Díez Arranz, of legal age, of Spanish nationality, with professional address in calle Serrano 41, 4º, 28001, Madrid and holder of Spanish Identity Number 00405327-K, in force, acting in the name and on behalf of Intertrust (Spain), S.L.U. a company incorporated under the laws of Spain, having its seat and its place of business at Calle Serrano 41, 4º, 28001 Madrid, Spain, with Tax ID number B-80911837, and registered in the Trade Register of Madrid at Volume: 8.524, Book: 0, Folio: 1, Section: 8 and File: M-137331, 1st Inscription,



ambos a su vez actuando en nombre y representación de Stuurgroep Fleet (Netherlands) B.V., Sucursal en España , sucursal válidamente constituida y existente de acuerdo con las leyes de España, inscrita en el Registro Mercantil de Madrid al Tomo 37748, folio M-672439, Hoja 1, con domicilio social en calle Jacinto Benavente 2, edificio B, 3ª planta, Las Rozas, Madrid (España) (en adelante, la “ Poderdante ”) en su condición de representantes permanentes mancomunados, por el presente otorgan un poder general tan amplio y suficiente como sea legalmente necesario en favor de:	both in turn acting in the name and on behalf of Stuurgroep Fleet (Netherlands) B.V., Spanish Branch , a branch validly incorporated and existing under the laws of Spain, registered with the Commercial Registry of Madrid under Volume 37748, sheet M-672439, Page 1, whose registered office is at calle Jacinto Benavente 2, edificio B, 3ª planta, Las Rozas, Madrid (Spain) (the “ Grantor ”); in their capacity as joint permanent representatives, hereby grant a power of attorney as wide and sufficient as may be required by law in favour of:
• Hertz de España, S.L. , sociedad de responsabilidad limitada constituida y existente bajo las leyes de España, con domicilio social en calle Jacinto Benavente 2, Edificio B, 3ª planta, Las Rozas, Madrid (España) y número de identificación fiscal español (NIF) B-28121549	• Hertz de España, S.L. , a limited liability company incorporated and existing under the laws of the Kingdom of Spain, wih registered office at calle Jacinto Benavente 2, Edificio B, 3ª planta, Las Rozas, Madrid (Spain) and Spanish Tax Id number) B-28121549
(en adelante, el “ Apoderado ”), para que, por sí solo, actuando indistinta y solidariamente, pueda ejercitar las facultades y llevar a cabo las actuaciones contenidas en este poder en nombre y representación de la Poderdante, en los términos y condiciones que el Apoderado estime convenientes, incluso incurriendo en multirepresentación, autocontratación, o conflicto de intereses, en el marco del contrato denominado “ Spanish Master Lease and Servicing Agreement” suscrito el 25 de Septiembre de 2018 por Stuurgroep Fleet (Netherlands) B.V., la Poderdante, Hertz de España, S.L. y cualquier entidad vinculada con Hertz de España, S.L. que se convierta en un "Arrendatario" de conformidad con los términos del “ Spanish Master Lease and Servicing Agreement” (el “ Contrato ”)	(hereinafter the “ Attorney ”), so that it may exercise the powers and carry out any of the actions in this power of attorney in the name and on behalf of the Grantor on the terms and conditions that the Attorney may deem appropriate, even if that involves multiple representation, self-dealing, or conflicts of interest, in the context of the so called agreement “ Spanish Master Lease and Servicing Agreement ” entered into on 25 September 2018 by Stuurgroep Fleet (Netherlands) B.V., the Grantor, Hertz de España, S.L. and any affiliate of Hertz de España, S.L. that becomes a “Lessee” under and pursuant to the terms of the Spanish Master Lease and Servicing Agreement (the “ Agreement ”)
1. Suscribir cualesquiera contratos de arrendamiento de vehículos y realizar cualesquiera actuaciones relacionadas con el arrendamiento, en particular pero sin limitación alguna:	1. Execute any vehicle lease agreements and take any actions related with these leases, in particular, but not limited to;



a) actuar como agente en el marco la devolución o disposición de los vehículos arrendados;	a) act as agent as part of the return or disposal of the leased vehicles;
b) gestionar y organizar la devolución o disposición de los vehículos arrendados, incluyendo, sin limitación alguna su transporte a otras instalaciones;	b) arrange and manage the return or disposal of leased vehicles, including but not limited to their transportation to other premises;
c) Organizar la disposición de los vehículos;	c) Arrange the disposal of the vehicles:
d) preparar y entregar todo tipo de documentación firmada de transferencia de los vehículos arrendados, informes firmados sobre el estado de los vehículos y declaraciones firmadas del odómetro, entre otros;	d) prepare and deliver all kinds of signed leased vehicle transfer documents, signed vehicle condition reports and signed odometer statements, among others;
e) calcular cualesquiera importes relativos al arrendamiento de vehículos, así como preparar y entregar informes sobre dichas cantidades, incluyendo, sin limitación alguna los costes de depreciación, las rentas, las cantidades pagaderas por siniestros, los pagos predeterminados, los pagos por devolución anticipada, las cantidades de redesignación, cantidades de actualización de supuestos de depreciación, los valores residuales asumidos, los costes capitalizados, la depreciación acumulada y el valor contable neto;	e) calculate any sums relating to the rental of vehicles, as well as prepare and deliver reports on those sums, including, but not limited to, depreciation charges, rental costs, sums payable for claims, special default payment amounts, early return payment amounts, redesignation amounts, depreciation assumption true-up amounts, accepted residual values, capitalized costs, accumulated depreciation and net book value;
f) administrar y mantener los vehículos arrendados, incluyendo la realización de los pagos directos que resulten necesarios, depositando los ingresos de venta recibidos y proporcionando el informe de mantenimiento, de acuerdo con los términos del contrato de arrendamiento y mantenimiento;	f) administer and maintain the leased vehicles, including the making of direct payments as are necessary, depositing the sales revenues received and providing the maintenance report, in accordance with the terms of the lease and maintenance agreement;



g) llevar a cabo, directa o indirectamente, todas las acciones en conexión con los deberes de mantenimiento y administración de los vehículos que el Apoderado considere necesarias o convenientes para cumplir con dichos deberes, siempre que no afecten negativamente de forma material los intereses de la Sociedad: y	g) carry out, directly or indirectly, all actions in connection with duties of maintenance and administration of the vehicles that the Attorney considers necessary or desirable to fulfil those duties, provided that these do not have a material adverse effect on the Company’s interests; and
h) Crear, mantener y a poner a disposición de terceros registros con información sobre los vehículos arrendados, sobre la delegación de poderes en favor de cualesquiera sub-prestadores de servicios y sobre cualquier otro tipo de información de acuerdo con lo establecido en el Contrato.	h) Create, maintain and make records available to third parties with information regarding the leased vehicles, the delegation of powers to any “Sub-servicer” and with respect to any other type of information in accordance with the provisions of the Agreement.

2. Administrar, cobrar y autorizar el cobro de cualesquiera importes adeudados a la Poderdante en relación con el Contrato.	2. Administer, collect and authorize collection of any amounts receivable by the Grantor in the context of the Agreement.

3. Rendir, ajustar, compensar y conformar saldos y cuentas, aprobándolas o impugnándolas. Convenir, fijar y finiquitar saldos.	3. Yield, adjust, setoff and certify balances and accounts, approving or challenging them. Agree, fix and settle balances.



4. Celebrar todos los contratos de naturaleza comercial o mercantil que sean apropiados en relación con las obligaciones establecidas en el Contrato, tanto con terceros independientes como con sociedades del Grupo o empresas asociadas al mismo, y que entrañen obligaciones de prestar o recibir servicios, obligaciones de hacer o de no hacer, que supongan prestaciones de tracto único o de tracto sucesivo, y con facultad para suscribir toda clase de documentos públicos o privados necesarios para la validez, exigibilidad y cumplimiento de los contratos firmados, y con plenos poderes para negociar las estipulaciones y términos de tales contratos, con independencia de su clase, así como para modificar o resolver cualquiera de las relaciones contractuales comerciales o mercantiles mencionadas.	4. Enter into all contracts of a commercial or mercantile nature as in relation with the obligations established in the Agreement, either with independent third parties or with group companies or associated companies, and perform or receive services, obligations to do or to refrain from doing, involving a one-time performance or continuous performance, with authority to sign all types of public or private documents required for the validity, enforceability and performance of the agreements signed, and with full powers to negotiate the provisions and terms of the contracts, regardless of their category, and to modify or terminate those commercial or mercantile contractual relationships.

5. Suscribir cualquier contrato o documento, público o privado, que el Apoderado considere necesario o conveniente en relación con el Contrato, así como llevar a cabo cuantos actos conexos o convenientes para el completo cumplimiento del mandato recibido por la Otorgante en relación con el Contrato.	5. To enter into any and all agreements or documents, whether public or private, that the Attorney may deem necessary or convenient in relation to the Agreement, and to carry out any other related or complementary actions which are necessary or advisable for the complete fulfilment of the mandate received by the Grantor in connection with the Agreement.

6. Delegar todas o parte de las facultades antes mencionadas en cualquier persona que se considere apropiada.	6. Delegate the whole or part of the above powers to all persons deemed appropriate.
(i) Conceder las autorizaciones que se consideren necesarias para conferir todas o parte de las facultades enumeradas en este documento.	(i) Grant the authorizations deemed appropriate to confer all or part of the powers enumerated in this document.
(ii) Revocar, en todo o en parte, las delegaciones efectuadas y/o las facultades conferidas de acuerdo con el presente documento.	(ii) Revoke, in full or in part, the delegations made and/or powers granted by virtue of this document.




La Poderdante se compromete a indemnizar al Apoderado por cualquier coste, reclamación, gasto y responsabilidad en que el Apoderado, o cualquiera de sus representantes, incurran en relación con cualquier actuación conforme a ley realizada por cualquiera de ellos en virtud del presente Poder, excepto en caso de negligencia grave y dolo.	The Grantor hereby undertakes to indemnify the Attorney against all costs, claims, expenses and liabilities incurred by the Attorney, or any of their representatives, in connection with anything lawfully done by any of them pursuant to this Power of Attorney, except in case of gross negligence or wilful misconduct.

A petición de la Poderdante el Apoderado proporcionará a la Poderdante cualquier documento firmado (o cualquier información que la Poderdante pueda razonablemente solicitar en cada momento) en relación con el presente Poder.	Upon request by the Grantor the Attorney will provide the Grantor with any signed document (or other information which the Grantor may reasonably request from time to time) in relation to this power of attorney

El presente Poder se regirá e interpretará de acuerdo con las leyes comunes de España y los Juzgados y Tribunales de España tendrán exclusiva jurisdicción para dirimir cuantas cuestiones pudieran derivarse del presente Poder.	This Power of Attorney shall be governed by the laws of Spain and the Spain Courts shall have exclusive jurisdiction to settle any dispute which may arise from or in connection with it.

El presente Poder estará en vigor por un periodo de cinco (5) años desde la fecha indicada en el encabezamiento, salvo que sea revocado con anterioridad de conformidad con los términos del presente Poder.	This power of attorney shall be in force for a period of five (5) years from the date of the execution hereof, unless revoked at an earlier date in accordance with the terms of this power of attorney.

El presente Poder podrá ser revocado por escrito en cualquier momento por la Poderdante.	This Power of Attorney may be revoked at any time by the Grantor provided such revocation is in writing.
En testimonio de lo cual, se otorga este poder especial en el lugar y fecha indicados en el encabezamiento.	In witness whereof, this special power of attorney is duly granted on the date and place set out at the beginning of this document.

Exhibit 4.17.7



Firma /Signature	Firma /Signature
__________________________ Dña. Maria José Porrero Valor, en nombre y representación de Hertz de España, S.L. , en su condición de representante permanente mancomunado de Stuurgroep Fleet (Netherlands) B.V., Sucursal en España	__________________________ Ms. Maria José Porrero Valor, in the name and on behalf of Hertz de España, S.L. , in its capacity as joint permanent representative of Stuurgroep Fleet (Netherlands) B.V., Sucursal en España
__________________________ Dña. Beatriz Díez Arranz, en nombre y representación de Intertrust (Spain), S.L.U. , en su condición de representante permanente mancomunado de Stuurgroep Fleet (Netherlands) B.V., Sucursal en España	__________________________ Ms. Beatriz Díez Arranz, in the name and on behalf of Intertrust (Spain), S.L.U. , in its capacity as joint permanent representative of Stuurgroep Fleet (Netherlands) B.V., Sucursal en España

Exhibit 4.17.7

SCHEDULE VI

Form of Initial Lease Vehicle Acquisition Schedule

Vehicles to be leased pursuant to the Spanish Master Lease as of the Closing Date, whose Vehicle Lease Commencement Date shall be the Closing Date:



VIN	Make	Model	Model Year

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Kathryn V. Marinello, certify that:


1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2018 of Hertz Global Holdings, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	November 8, 2018
		By:	/s/ KATHRYN V. MARINELLO
			Kathryn V. Marinello President, Chief Executive Officer and Director

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Jamere Jackson, certify that:


1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2018 of Hertz Global Holdings, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	November 8, 2018
		By:	/s/ JAMERE JACKSON
			Jamere Jackson Executive Vice President and Chief Financial Officer

EXHIBIT 31.3

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Kathryn V. Marinello, certify that:


1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2018 of The Hertz Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	November 8, 2018
		By:	/s/ KATHRYN V. MARINELLO
			Kathryn V. Marinello President, Chief Executive Officer and Director

EXHIBIT 31.4

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Jamere Jackson, certify that:


1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2018 of The Hertz Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	November 8, 2018
		By:	/s/ JAMERE JACKSON
			Jamere Jackson Executive Vice President and Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the quarterly report of Hertz Global Holdings, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kathryn V. Marinello, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:


(1)	the Report, to which this statement is furnished as an Exhibit, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	November 8, 2018
		By:	/s/ KATHRYN V. MARINELLO
			Kathryn V. Marinello President, Chief Executive Officer and Director

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the quarterly report of Hertz Global Holdings, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jamere Jackson, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:


(1)	the Report, to which this statement is furnished as an Exhibit, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	November 8, 2018
		By:	/s/ JAMERE JACKSON
			Jamere Jackson Executive Vice President and Chief Financial Officer

EXHIBIT 32.3

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the quarterly report of The Hertz Corporation (the "Company") on Form 10-Q for the period ending September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kathryn V. Marinello, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:


(1)	the Report, to which this statement is furnished as an Exhibit, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	November 8, 2018
		By:	/s/ KATHRYN V. MARINELLO
			Kathryn V. Marinello President, Chief Executive Officer and Director

EXHIBIT 32.4

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the quarterly report of The Hertz Corporation (the "Company") on Form 10-Q for the period ending September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jamere Jackson, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:


(1)	the Report, to which this statement is furnished as an Exhibit, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	November 8, 2018
		By:	/s/ JAMERE JACKSON
			Jamere Jackson Executive Vice President and Chief Financial Officer